Small Town Spider-Man
by Celgress
Summary: What if Spider-Man along with his friends and foes lived in a small town rather than New York City? What would change? What would remind the same? Could Peter still keep his secret?
1. Chapter 1

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Prologue: Shadow of the Past

By

Celgress

"We might be through with the past, but the past isn't through with us. Hung overhead like storm clouds wash away what we've become."

Before the Fall (2012) September Morning

_New York City, Fifteen Years Ago_

"_Where is it Richard?" The purple and gray costumed figure called Dualicon demanded holding Richard Parker against the door with his left hand. "You owe me it."_

"_You'll never find it Dualicon." Richard Parker choked out." You're actions prove your unworthy of it." _

_Dualicon tightened his grip on Richard Parker's throat. "How dare you judge me Richard, it is your fault I'm this way! Your experiments ruined my life Richard you owe me!"_

"_If, I gave you, the perfected formula you'd only become a worse monster than you already area,, Dualicon." Richard Park coughed as Dualicon's relentless grip grew ever tighter. "I'm, truly sorry the Alpha Serum,, did this to you."_

"_Lair, tell me Richard where it is or join your treacherous wife in death!" Dualicon demanded gesturing towards the mutilated body of Mary Parker__,__ which was splayed across the nearby sofa__,__ with the red blade which had replaced Dualicon's right hand._

"_I'll, only tell you the formula is safe where you can never find it monster!" Richard said spitting in Dualicon's masked face. Richard's spittle slowly dripped down Dualicon's copper mask. Dualicon's electronic eyes, one right the other blue, betrayed no emotion._

_Drawing back the bladed arm Dualicon stabbed Richard Parker through his heart. Pulling the blade free Dualicon allowed Richard Park's body to slump against the door, leaving a crimson strain. Turning Dualicon left the wrecked apart without a second thought. _

_Richard Parker's hand twitched as he bled out. In his last few seconds of life Richard Parker hoped he'd made the right decision concerning the arachnid genetic alteration formula, only time would tell. Forgive me Peter I only hope with the guidance of my brother Ben and his wife May you will someday understand my decision. They are good people his infant would have a great life growing up with them upstate in Cider Falls he thought as the darkness swallowed him._

To Be Continued

**There you have it, the start of my AU story. Other than my mysterious OC Dualicon and the resulting twist on how Peter acquired his powers, this tale will stick pretty close to the standard Spider-Man cannon. JJ, the Osborns, Mary Jane, Doc Ock, exact they'll all be here only in a town rather than a city setting. Please let me know what you think?**


	2. Chapter 2

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Prologue II: Welcome to Cider Falls

By

Celgress

"_Hi I'm Peter Parker. I'm fifteen years old and I live in Cider Falls, New York with my Uncle Ben and Aunt May. Cider Falls is a small town with a population of twenty to thirty thousand, depending if you count the outlying areas or not. The only things really notable about my home are the apple growing industry, after which the town takes it's name, and Oscorp Industries and the more recent upstart Fisk Industries. Oscorp is run by my best friend Harry's father Norman Osborn while Norman's bitter rival, and one time business partner, Walter Fisk runs the aptly named Fisk Industries. Besides being partners Norman and Walter used to be the best of friends until Roderick Kingsley joined Osccorp as vice president, a position Walter felt was rightfully his. Rumor has it Kingsley did everything in his power to undermine Walter, who was eventually accused of insider trading and expelled from the company. Walter vowed revenge and soon set up his own rival firm. _

_The government contract Walter was accused of insider trading on (or would it be around?) has put Oscorp and Cider Falls on the map, in both a good way and in a not so good way. The details of the contract are hush, hush but Harry has told me it is some sort of top secret military project involving bioengineering, freaky huh? Whatever the nature of the contract it has brought big money to Cider Falls turning the IPO of Oscorp into an overnight success. Sure the company had lots of cash before but now it is on the verge of becoming a multi-billion dollar a year business, impressive for a third generation company that use to exclusively make auto parts. The influx of capital has attracted some of the best and brightest minds in the country to our fair town. One of the most famous or infamous depending on your view point, being the disgraced former professor of cybernetics and biogenetics Dr. Otto Octavius, allegedly dismissed from MIT for 'unethical experiments'. On the not so bright side along with the increase in cash has come an increase in population, estimates run as high as twenty percent in the past year, and an increase in crime. Acts previously unheard of in Cider Falls are becoming all too common; including drug abuse and armed robbery. _

_This has generated plenty of work for our police department and our other emergency personal. Including the father of one of my good friends Gwen Stacey, chief of police Captain George Stacey. Chief Stacey, as everyone calls him, can be gruff at times however under his rough exterior beats a heart of gold. I feel sorry for Chief Stacey and the entire department up until now the toughest things they've handled were minor drunken brawls after a Saturday night dance. I guess this is the price of progress, huh? _

_Many long-time citizens are becoming concerned with the direction the town is headed. One of these being the abrasive owner/publisher of our local newspaper the Bugle J. Jonah Jameson the other is my own Uncle Ben. Uncle Ben is the public face of the voices in town council who want to keep Cider Falls the peaceful little hamlet it is while Norman Osborne is his opposite number. Thankfully it hasn't gotten personal yet, in spite of Mayor Robbie Robertson having to almost physical break up the debates at times. I'd hate to lose my best friend Harry over an argument neither of us have any control over._

_Uncle Ben, along with Aunt May, is also the driving force behind the most successful apple orchards in the entire valley. Maybe you've heard of them B&A Parker Ltd? Our apples are shipped all over the world. Since the age of ten I've helped out with the harvest each year starting in August continuing into September when I have free time from school. Having recently turned fifteen this was the first year I was old enough to help run some of the heavy equipment. Because of the business we live on the outskirts of town, in a large house set in front of the orchards. It is a great place. I have three passions science, photography and enjoying the scenery. Fortunately the latter two mesh rather well. I can't tell you the amount of time I've spent sitting in the crook of my favorite tree while gazing up at the stars. _

_Our nearest neighbors are the Watsons who live across the road. Originally they grew apples and some other crops themselves__,__ however due to Philip Watson's mismanagement the family nearly lost everything several years ago. Afterwards Philip's wife, the long suffering Madeline, forced him to get a salaried position at Oscorp. From what I can tell Philip hates working at Oscorp. I kind of suspect he has a gambling problem, but I'm not sure. The Watsons' daughter Mary Jane, who is the same age as me and Harry, is my usual focus of interest when I visit. I have a terrible crush on the red head, but outside of Harry or maybe Gwen, I'd never admit it to anyone. When we were little kids Mary Jane was more a tomboy, a rather rough and tumbled type. However over the past couple of years she has blossomed into a rare beauty. Someday I hope to ask her out on a date. If only I can work up the courage._

_School starts in just over a week. I can hardly believe it I'm finally a high school freshman, yes! I love school. Don't get me wrong I enjoy goofing off as much as the next teenager. However I also like learning. I hear the leading scientist teacher at Cider Falls High Miles Warren is a regular dynamo. I hope I can convince Mr. Warren to let me work with him for some extra credit. If it weren't for Flash Thompson and his buddies, such as Kenny "Kong" McFarlane, my life would be almost perfect._

_The group of jocks led by Flash relentlessly torment me. I've never figured out why. I think it is simply because I'm not that athletically gifted. Uncle Ben has a different theory. He thinks it is because Flash's father is a jerk who treats Flash like dirt. The elder Thompson certainly is a piece of work. A Failed baseball player and current police officer with a huge chip on his shoulder, who even Chief Stacey has a hard time reigning in. Thank goodness for Eddie Brock. _

_Uncle Ben is good friends with Eddie's grandfather who runs a cluster of cherry orchards up the road. Eddie is two years older than me, he is the big brother I never had, Eddie looks out for me and my friends. He keeps Flash & co. off our backs whenever he can. It was rough the last couple of years not being in the same school. Still I got through and now things are looking up Eddie and I are both in high school yay! This is going to be a great year. I can feel it in my bones, as Aunt May would say. What can possibly go wrong?_

To Be Continued

**Please tell me what you think of the background setup people, reviews and IMs are always welcomed.**


	3. Chapter 3

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode One: First Day of High School

By

Celgress

"Wait!" I shouted waving my arms frantically.

It was too late I'd missed the bus by oversleeping, again. The same thing regularly happened to me last winter semester. My sleeping habits hadn't improved any in recent months. Thankfully seeing how it was summer it hadn't really mattered, unlike now. Damn my irregular sleeping habits. Mary Jane smiled and waved apologetically from the back of the rapidly departing bus as I struggled forward in vain. Soon the bus had disappeared down the road.

Kicking a clout of dirt aside in frustration I headed home. I can't wait until I get my driver's license. Though that will be awhile in spite of my experience with the harvesting equipment and the occasional tractor driving episode, I was the only person my age in the entire valley that didn't have my learner's permit. It wasn't through lack of study, or practice. I just wasn't any good at driving. When I became nervous my reflexes seemed disconnected from my mind. Granted I am not the most coordinated person at the best of times. However when placed behind a wheel I was an accident waiting to happen. I'd nearly wrecked Uncle Ben's new truck last time I'd practiced. Aunt May & Uncle Ben had given me Aunt May's old car, but it was currently in the family garage under a tarp. They feared I wasn't safe enough for the open road. The legendary Peter Parker clumsiness strikes again.

I heard the whirring of an approaching motor bike. Could it be? Looking up I recognized the leather jacket clad blue jeans wearing rider immediately. A smile spread across my face. Yes it was Eddie!

"Hey Pete looks like you could use a lift. What happened miss the bus?" Eddie asked pulling up alongside me.

"Yeah" I grumbled kicking more gravel into the ditch.

"Hop on buddy, I have a spare helmet there on back." Eddie said gesturing behind him.

I put on the helmet, adjusting my glasses behind it, and jumped on back. Soon as I was secure we took off down the road. The trip mainly passed in silence because the noise from the engine drowned out all other sounds. Driving with Eddie on his motorbike is an experience. I love the guy like a brother, but he drives like a bat out of you know where. We zipped along with no regard for either the speed limit or the laws of physics. Eddie drove so fast and recklessly we made the five mile journey in record time actually beating the bus to the school by a good ten minutes. Wobbling off the bike I uttered a silent prayer thankful we'd made it in one piece. Eddie laughed when I handed him back the spare helmet with shaking hands.

"Pete you need to toughen up bro." Eddie said taking off his own helmet. Eddie always calls me 'bro', he has since he we first met when he was eight and I was six. "The main reason Thompson and his crew torment you is because you're an easy target. Knock ol' Flashy in the dirt one time and they turn tail. You'll never be bothered again." Eddie impacted his fist into his palm for emphasis. "C'mon Pete let me show you my moves."

"Thanks Eddie." I said, knowing he meant well. "With my lack of coordination I doubt any amount of training can help me. I'd probably fall on my face when I threw my fist punch making things worse."

"Suit yourself Pete" Eddie said with a shrug. "See you at lunch. I've have to go check my schedule bro." Eddie headed into the school building while I waited for my other friends.

Harry was the next to arrive. He was dropped off by a white stretch limousine which had the Oscorp corporate logo emblazed across the two middle doors. Opening the back door Harry bounded towards me.

"Hey Pete good to see you made it", Harry said shaking my hand. "I was afraid you'd oversleep, remember like you did all the time last year?"

"Um actually I ah did. I caught a ride in with Eddie." I explained sheepishly.

"Eddie, where is the big lug?" Harry asked looking around.

"He's inside scoping things out." I answered.

"You kids have fun. Harry I'll see you after school." Lillian Osborn said waving at her son and me before the limo pulled away.

"Bye mom" Harry said waving.

"Bye Mrs. Osborn." I said doing the same.

Ah the elongate Mrs. Osborn my first boyhood crush. Although old enough to be my mother Lillian Osborn was still a knockout. With her long golden blonde hair, hourglass figure and infectious smile Lillian Osborn was the epitome of a certain acronym I'm never mention to Harry.

I remember Aunt May telling me how Lillian "Lilly" Osborn née Hollister had been a beauty queen from Ohio before Norman Osborn married her. Lilly had caught the eye of Norman, then in his mid-twenties, while he was on a business trip to the Buckeye State more than twenty years ago. Norman had been so smitten by Lily he'd asked her to marry him after only two weeks. Problem was Norman's father the tyrannical Ezekiel Osborn, who it was long rumored use to dress up on Halloween in a grotesque devil costume terrorizing hapless trick or treaters who visited his mansion, had planned to marry his only son to the daughter of the state senator instead. The old man was furious having lost a potentially lucrative political alliance. Ezekiel forbid the marriage publically dressing Norman down in front of a town gathering. Norman undiscouraged married Lilly. Five years passed before Norman along with Wilson Fisk, who had been Ezekiel's primary accountant and most trusted advisor, wrestled control of Oscorp Industries away from the senior Osborn in a hostile takeover, leaving the bitter old man with nothing. Ezekiel died penniless in Mexico a few years later of alcohol poisoning, or so the story goes.

I and Harry spent the next little while catching up. We hadn't seen enough other much since school got out back in June. Harry had spent the summer vacationing in the South of French with his folks. He told me all about it, mostly how much he hated it. While I caught him up on events in Chider Falls. Which honestly didn't require much time, other than the usual small town gossip there wasn't much to pass along. The only truly juicy rumors involved Wilson Fisk. It was claimed Fisk had fallen in with organized crime from the big cities and was using some less than legal means to generate income for his flagging business. Uncle Ben chided me over these rumors stating they were totally unfounded and furthermore repeating them was spreading slander about a good, upstanding citizen.

"Hey puny Parker did ya miss us?" Flash Thompson asked getting off the freshly arrived bus.

"We're gonna have so much fun together this year, aren't we puny Parker?" Kenny 'Kong' McFarlane said as Flash grabbed me in a headlock giving me a painful nugie.

"Leave Peter along", Harry said getting in the faces of the two larger boys.

"Or what?" Kenny laughed while Flash retained his hold on me.

"Yeah whatcha gonna do rich boy? Call your daddy so he can hire you guys a bodyguard?" Flash taunted.

"Nah they already have Brock for that." Kenny sneered.

By this time I'd managed to squirm free from Flash's grip. Unfortunately I'd dropped my glasses in the process. Luckily I only really need them for reading. Before I could pick them up Flash spotted them first. Flash waited until I was inches from my prize he then methodically crushed them with his foot. I felt like crying. How was I going to explain this to Uncle Ben & Aunt May? First day back at school and I'd already broken a pair of glasses.

"Hey Thompson move along or I'll have my dad chat with your dad about your extracurricular activities, comprende?" Gwen Stacey said scowling at Flash & Kenny, who was holding Harry by the shirt collar.

"Alrighty officer Stacey", Flash said putting up his hands while backing away. "Let's go Kong. We'll deal with these losers some other time." Reluctantly Kenny dropped Harry and retreated along with his buddy. Flash shot the annoyed Gwen a quick mock salute before turning tail.

"What a piece of work." Gwen said brushing her shaggy blonde her out of her heavily made up eyes. "Hi Pete have you seen Eddie yet?"

In spite, or perhaps because, of her father being the chief of police Gwen was totally immersed in the punk scene. Don't get me wrong Gwen was still cool, and a bit hot, but she had both a look and an edge to her which screamed don't mess with me. Gwen was also hopelessly in love with by unofficial big 'bro' Eddie. While Eddie seemed to see her as no more than another friend Gwen had been crushing hard on Eddie since at least grade eight, or two years ago. I wonder if they'll ever hook up. Unless something changes I guess they have about as much chance as I do of making a match with Mary Jane, depressing. Speaking of Mary Jane, or MJ as I like to call her, she picked that moment to appear.

"Yeah Gwen Eddie drove me here on his motorbike after I missed the bus." I said picking up the parts of my crushed eyewear.

"You slept in again Pete?" Gwen said hands on her hips.

"Yeah" I admitted getting back to my feet.

"You really need to see a doctor about that." Gwen said.

"I agree" Harry said nodding. "Oh and thanks for saving us Gwen." Harry whispered the last bit. Gwen waved her hand dismissively.

"What is wrong with you Peter?" Mary Jane asked her eyes wide with alarm. Having come in on the tail end of the conversation she didn't fully grasp what was going on.

"I overslept again." I said.

"So that is why you missed the bus. I'm worried you've been doing that a lot lately tiger." Mary Jane said feeling my forehead with the back of her hand like a nurse. "I think you're running a fever. Are you sick?"

Mary Jane always calls me tiger it is an old nickname which originated one night while we were watching a nature program as kids. I attempted to imitate the big cat in question. She thought my performance was hilarious, granted not really the reaction I'd been going for. The name had stuck and she'd been calling me by it ever since. In turn I call her red for obvious reasons. You know her being a vibrant red head.

"I'm fine." I said shrugging away from her touch. "We better get inside, classes will be starting soon." My friends nodded in agreement.

The rest of the day was practically uneventful by comparison. Our home room instructor turned out to by a friendly science teacher in his thirties named Curt Connors. Mr. Connors was a war veteran who had lost his right arm to an IED explosion in Afghanistan about a decade ago. His wife Martha Connors was also a teacher at my new school. Thanks in large part to the presence of Eddie lunch was a routine affair. I could tell Flash, Kenny & their little gang wanted to start something but with both Eddie & Gwen sharing our table they didn't dare. The only thing memorable about lunch was watching Gwen blush several times when Eddie asked her to pass him something. The girl had it bad. Mary Jane continued to worry about my health, fretting over me like a mother hen. By the end of the day I must admit I was beat. I wanted nothing more than to crawl into bed and fall asleep. Sadly duty called.

By the time I had supper and then helped Uncle Ben and the workers with the harvest it was nearly nine p.m.! I can't remember being so exhausted. I literally collapsed into bed. My dreams, what I later remembered of them, were strange. A series of disconnected images of spiders, go figure huh?

Oscorp, that afternoon

"I'm a patience man Octavius. However I have my limits." Norman Osborn said pacing the laboratory. "I need results, and I need them fast!"

"These things take time Norman." Doctor Otto Octavius said ignoring his irate boos for the most part.

Four long, flexible, metallic, silver colored, snake like protrusions attached to Octavius' sides moved to and fro around the work station were the doctor was seated. Each ended in four pincher shaped claws with a red light in the middle of the construct. Octavius was using the devices as extra hands assisting with his ongoing work.

"Are you listening, or am I speaking for my own benefit!?" Norman Osborn yelled at the stoic scientist. "When I think of the strings I had to pull so you wouldn't end up in jail, or worse, after the debacle at MIT. Do you realize the number of favors I had to call in, do you? Yet you sit there without a care in the world while my empire crumbles in front of my very eyes."

"Don't be so melodramatic Norman, it doesn't become you." Dr. Octavius said without taking his eyes off the countertop in front of him. Little did Octavius' employer suspect the truth. Octavius could see and hear everything Norman Osborn did thanks to the sophisticated array of micro sensors embedded in each of his mechanical arms, which relayed information directly into the scientist's cerebral cortex.

"We're in danger of losing the Super Solider contact yet you act like I'm worried over nothing." Norman Osborn fumed. "I should have left you to the tender mercies of our oh so understanding Defence Department. Let them know the truth about the missing prototype exoharness that has ended up grafted into your body. Dr. Octavius ha Doc Octopus more like."

"I grew weary of your endless prattle Norman what is it exactly you want?" Dr. Octavius asked with a resigned sigh.

"A working Super Soldier Formula, as you promised me when I hired you Octavius", Norman Osborn demanded.

"It isn't my fault your serum possesses insurmountable insufficiencies." Dr. Octavius groaned. "The base is fundamentally flawed."

"You mean the, negative side effects?" Norman Osborn asked. Dr. Octavius nodded.

"Then I suggest you start over, from scratch if need be. The government wants their super soldiers, they will not settle for the weapons or exosuites we have developed they desire the whole enchilada. Genetic enhancements combined with hi-tech armor and weaponry." Norman Osborn ranted throwing up his arms in dismay, the volume of his voice inching higher. "We have until the end of this calendar year, four short months, to produce the desired results or they cancel our funding. I've leveraged everything I taking Oscorp global. I'll be damned if I'll lose it all! Until further notice all other research must cease, including your pet projects Octavius!" You're sole priority from this point forward is production of a viable Super Solider Formula!" Norman Osborn finished then stormed out of the lab slamming the door behind him.

"Pompous fool" Dr. Octavius mutter.

Octavius hated dealing with man like Osborn, deluded trumped up twerps with Napoleon Complexes who were kings of their tiny worlds. One day he'd be free of operating under such conditions. It wasn't all bad however. Osborn and his right hand crony Roderick Kingsley were two of the most cutthroat, morally bankrupt businessmen he'd had the pleasure of dealing with. The two were archetypes of the ends justify the means philosophy. In the year he'd worked at Oscorp the pair had turned a blind eye to more than a few moral infractions on his part others would have been appalled by. Deciding his current job wasn't so bad, considering his state of mutation it was also no doubt one of the few he could get, Octavius began contemplating how best to tackle the conundrum of the Super Solider Formula.

To Be Continued

**Please tell me what you think of my true real chapter, reviews and IMs are always welcomed.**


	4. Chapter 4

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Two: Tragic Origins

By

Celgress

The rest of the admittedly short first week, school had started the day after Labor Day or on a Tuesday, flew by. Nothing memorable really happened. Thankfully Flash, Kenny & their little group stayed away from me, discounting a rather unpleasant episode in the bathroom on Thursday. They caught me alone and treated me to a swirlie. If you don't know what that is consider yourself blessed. The Goon Squad, as my circle of friends call Flash's group, had been treating Harry & I to swirlies since sixth grade, though in all honesty they targeted me far more frequently than Harry especially in recent years.

I got to meet Mr., or as he would remind my class countless times, Doctor Miles Warren on Friday. Turned out he would be teaching us juniors chemistry this semester. It was clear Dr. Warren was in a bad mood that day as he snapped at several students. All my attempts to strike up a conversation with Dr. Warren following class proved useless. He was in such a hurry to leave he barely noticed me or anyone else, disappointing.

My sleeping habits didn't approve any as the week wore on. I missed the bus again on Thursday. Aunt May drove me in so I thankfully didn't need to hitch a ride with Eddie *shudders*. Helping with the harvest an activity I usually enjoy, and enthusiastically await all year, had become an arduous chore. I slept in very late on Saturday, not dragging myself out of bed until well passed noon. On Sunday I almost missed church. I'm ashamed to admit it I slept through most of the sermon much to Uncle Ben's chagrin. I felt terrible Reverend Ben Urich being a close family friend.

After the service Uncle Ben chatted with J Jonah Jameson and several others about what they saw as the deterioration of life in Cider Falls. They were soon joined by the most prominent lawyer in the entire valley Matt Murdock and his wife noted conservationist Milla Murdock née Natchios. Murdock had become the unofficial legal advisor of the movement to preserve the quiet life in Cider Falls, in large part because of his Wife Milla who suspected Fisk Industries was illegally dumping toxic waste in Simpson Swamp on the county line.

By now both Uncle Ben & Aunt May had noticed my condition, for lack of a better term, they were of course concerned. Aunt May insisted I see our family doctor during the upcoming week. So on Tuesday Aunt May drove me into town where following a thorough examination Doc Morbius peppered me with a series of questions. After admitting he had no idea what was wrong with me or if it were serious or not, Doc Morbius drew several vials of blood before ordering a battery of tests. I was given the rest of the day off school as a precaution, sweet.

By my third week of school I finally felt like myself again for the first time in over six months. The only strange behavior I exhibited, if you could call it such, was a monster appetite. On the upside I'd never been so energetic. On the downside I was eating Uncle Ben & Aunt May out of house and home. The strangest thing about the entire situation was I didn't put on any flab not an ounce, I did however put on about twenty pounds of lean muscle in under two weeks unfreakin' believable! It was the closing days of September before I learned what all this meant. My life would never be the same.

I was walking home from school. I'd missed the bus because I'd been chatting with the two Dr. Connors, who I'd stuck up a friendship with, about the latest discoveries in the world of science. The Connors offered me a drive, but I declined explaining I lived in the opposite direction. It was an unusually cold, blustery day and I soon regretted my decision. Placing my hands in my pockets and zipping up my jacket I didn't notice the fast approaching, black, unmarked transport truck behind me. By the time I heard the behemoth it was too late, or so I assumed. The instant before I would have been road paste something extraordinary occurred. I felt an intense buzzing in head and I instinctively leapt out of the way landing atop a nearby tree. The transport kept going the driver not giving my safety a second thought, jerk.

Wait a minute, how was I still alive? Looking at the shoulder of the road several hundred feet away I knew it was impossible anyone, little own a less than athletically gifted nerd such as myself, could jump so far yet I had. What was going on? More importantly how was I getting down? Having no other ideas I looked up and down the road before jumping. Unbelievably I landed on the road. Curiously I tried it again, success. Jumping back and forth I noticed my grip on the trees were usually strong. I could hold on tightly by barely touching them. I wondered just how good my new super grip was. I scurried up and down the trees on all fours with no problem by simply pressing my palms against the rough surface, fascinating. I spent the next hour testing my two new abilities before another speeding automobile, this time a car, nearly blindsided me. Once more the strange buzzing in my brain saved my life. I quickly realized I must possess a type of danger sense. Damn I not one, not two but three super powers yay! Glancing at my watching I saw how late I was. I ran the remaining four miles in record time. While my speed wasn't supersonic by any stretch I was certainly a lot faster than before.

When I got home Uncle Ben and Aunt May admonished me for being so late. They demanded to know why I hadn't called after bugging they all summer for the smart phone I now had. I confessed calling had slipped my mind. They gave me a short lecture on responsibility, Uncle Ben's favorite topic. In truth they were right if not for the sudden appearance of my mysterious powers I could have been killed. I should have been killed I amended. I omitted from my explanation of my tardiness both my encounter with the two reckless vehicles and my new abilities. I trusted Uncle Ben & Aunt May with my life however I was unsure if telling them about my newly acquired abilities would cause problems for us as a family. What if I'm a mutant? Not that I have anything against mutants. I admire many of them in fact. Sadly I was aware how most people view them. I loved my family, friends and life. What if Uncle Ben & Aunt May were forced to send me away for my own safety? What if I ended up a societal outcaste like those poor kids at the Xavier Institute? I'd never see MJ, Eddie, Harry or Gwen again. No I couldn't risk that not until I had some indication how Uncle Ben & Aunt May would react, so I kept my mouth shut a choice I would later regret. Things would have been so different if only I'd trusted the couple who had raised me as their own a lot of later problems could have been avoided, but I was alone with my secret and frightened.

I had grown up idealizing larger than life super heroes from the big cities like the Fantastic Four, the Avengers and in spite of their stigmatized status the X-Men. However my favorite hero of all being the invincible Iron Man unofficial leader of the East Coast Avengers, if I needed a role model in the hero business Iron Man was it. Another reason I liked Iron Man frankly was his stylish costume, comprised of his advanced battle armor.

Inspired by the Iron Man design over the next few days I sewed, yeah I excel at needle point another strike against me in the manly man category, myself up a full body leotard like outfit modeled after Iron Man's. My outfit was mainly red with yellow wrist and ankle bands along with yellow elongated triangles for eyes on the mask I wore over my face. Looking proudly at my handy work it dawned on me I needed a motif. What was I going to call myself? Looking around the disused barn where I had stashed my project so I could work on in it away from prying eyes during the evening. I noticed a plethora of cobwebs and accompanying spiders. Recalling my odd dreams and glancing back at my freshly crafted uniform I had it. I'd be the Scarlet Spider! Yeah the name had a nice ring to it. Slapping a large yellow spider symbol on the chest of my costume I was ready for me first outing. I had no idea at the time how eventful my first night as the Scarlet Spider would be or that I'd soon reject the identity in favor of another arachnid inspired persna.

It was the last day in September a Friday, the weather was crisp and clear. The date would long live in the collective memory of Cider Falls for two monumental events. The first being the debut of a certain spider person the other being a brutal crime which would rock the previously sleepy town to it's very core.

Cletus Kasady was a sixteen year old drifter with a rap sheet as long as your arm. The mentally disturbed young man had been in out of foster homes since his father killed his mother in front of him at the tender age of eight. Prone to outbursts of extreme violence Kasady had been diagnosed as suffering acute antisocial personality by age fourteen. What made the young man even more dangerous was warped world view. Kasady saw life as pointless this nihilistic philosophy gave him carte blanche to be as destructive and brutal as he pleased. Tonight Kasady required one thing, cash. Running his hands through his unruly mop of red hair Kasady picked his target the small gas station mid-way between the Parker Orchards and Cider Falls proper. Getting out of the old, blue car he "procured" in Indiana two weeks ago. Kasady loaded the .38 revolver he'd taken off a victim in Buffalo three days earlier Kasady. Waiting until the last costumer left Kasady entered the establishment, concealing the revolver in the waist band of his pants.

"Can I help you young man?" The elderly Mrs. Wilson, who owned and operated the garage along with her husband, asked from behind the counter.

"Ya sure can grandma." Kasady said with a crazed grin pulling the revolver out of his pants. "Give me everything ya got in the register or I paint the wall with yer brains, capish?"

"Oh dear" Mrs. Wilson said shaking in free. "I'll give you whatever I have young man, please don't hurt me."

Meanwhile outside I was about to jump passed Wilsons' Garage on my way to the town center when my head starting buzzing like crazy. Something was up, something big, something bad I just knew it. I heard three gun shots. I froze fighting the urge to flee. About a minute later a skinny, red headed guy roughly my age in a short shelved gray shirt and faded blue jeans appeared from inside the gas bar. The guy was dragging old Mr. Wilson in front of him. The stranger, I'd never laid eyes on him before, held old Mr. Wilson in a with one arm while pressing the barrel of a revolver against the old man's temple with the other.

"Hey you" I shouted.

The stranger stopped dead in his tracks. It was obvious he couldn't believe what he was seeing. I couldn't blame him. If our situations had been reversed I'd probably reaction the same, its' not every day you see a real live super hero after all. The stranger then did something totally unexpected, at least by me, he laughed.

"What are you supposed to be?" He said giggling.

"I'm the Scarlet Spider evildoer!" I said trying to sound intimidating.

"Too rich, I've heard of guys like you. Deluded masked yahoos who dress up in their underwear thinking they are making a difference in this rotten world." He laughed. "Maybe ya even have yerself some of 'em fancy super-duper powers hey maybe yer a mutant freak, huh?"

"Release your hostage and no one gets hurt." I said with false authority.

"Aw but I like it when people get hurt." He taunted with a mock pout, "like so." He finished by murdering old Mr. Wilson right in front of me. He pulled the trigger of his gun ending the man's life as easily as if he'd stepped on a bug. The casual brutality of the act sickened me.

Something inside me snapped when he dropped Mr. Wilson's body. While he laughed uncontrollably I pounced. I knocked him to the ground. We rolled around fighting for the gun. I end up on top of him. Pulling the firearm from his grasp and tossing it aside, I let him have it. I unloaded an intense flurry of punches which left him bloodied and unconscious.

Looking at my shaking hands I couldn't believe what had happened. Slowly getting up I surveyed the situation. I had to call the police. Inside the store I was greeted by a scene of told carnage. The stranger had unloaded those three shots I'd hear earlier into poor old Mrs. Wilson's face. I remembered coming here so many times over the years. When I was a kid old Mrs. Wilson always gave me penny candies, now she lay behind the counter dead in a pool of her own blood. I thought I was going to be sick. Pulling myself together best as I could I left an anonymous tip with the police. Found some rope to tie up the stranger with, and headed home.

In my estimation my first outing as the Scarlet Spider had been an abject failure. I vowed never to wear the costume again. Whenever I looked at it all I could think of were old Mr. Wilson's brains being blown out by that maniac.

By the following morning everyone knew about the horrendous crime committed at the gas station. Turns out the stranger was a wanted petty criminal from Chicago named Cletus Kasady. Kasady suspected of committing several other murders. I took slight solace in the fact my efforts had taken a deranged madman off the streets. However my internal praise rang hollow when I thought of the Wilsons.

As October began a new element was added to the saga of the double murder. The surveillance recording taken from the crime scene showed the person who had subdued Kasady a masked man calling himself the Scarlet Spider. The entire valley was soon consumed with debate over whether this vigilante the so called, by our local paper the Bulge, "Spider-Man" was a villain or a hero. I of course avoided the debate, I still do. My own friends were divided by the issue. Harry & Gwen, most strongly Harry, thought the "Spider-Man" was a potentially dangerous menace whereas Eddie and MJ cautiously admired him saying he could be a great force for good. Uncle Ben and Aunt May, as was their custom with controversial issues, were carefully considering the facts before they took a position.

The following weekend thinking over the events of the past seven days I had to admit Eddie and MJ had a point. I could use my powers to do great good. However before I hit the streets again my look and my lacking arsenal, gee I wished I possessed web spinners to subdue bad guys like my arthropod name shakes use on insects, needed a major overhaul. There was no way I could be the Scarlet Spider after what had happened. Hey "Spider-Man" didn't sound so bad now I thought about it. The name had kind of grown on me. It was settled, I'd be Spider-Man from now on.

To Be Continued

**Please tell me what you think of chapter two, reviews and IMs are always welcome.**


	5. Chapter 5

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Three: First Success

By

Celgress

The harvest was pretty much over now. I spent every free moment in October modifying my costume, refining my technique and inventing my, admittedly limited, arsenal. Following my disastrous encounter with the madman Cletus Kasady I was painfully aware I needed some short of weapons, at the very least a means of subduing my would be foes from a distance. If I'd possessed such a means when I'd gone up against Kasady old Mr. Wilson might be alive today.

Wracking my brain and once again watching my arachnid buddies for inspiration. I came up with a possible solution. It was my Eureka moment. Spiders spin webs to snag their prey why couldn't I do the same? Fortunately I'm a chemistry wiz. There are always plenty of chemicals around our place even though Uncle Ben & Aunt May preferred organic solutions the operation still require fuel for the machines, paint for the buildings exact. Combining these with the contents of my own amateur laboratory and I was in business. Using a barrel full of unused industrial adhesive as a base, after much experimentation, I created a sticky, stringy, greyish-white substance which mimicked webbing. The hardest part was constructing a delivery device. Initially I used the mechanism from a large water gun which quickly jammed up with excessive junk. Next I tried an old lawn sprinkler that too failed. Finally I built one then two working 'web shooters' by cobbling together devices from water hose heads and empty compressed air cartridges. I welded, yeah I do that too what a catch, together two wrist mounted gauntlets each with a small air pump to hold the contraptions. I still had an issue controlling the length of the web strains but an internal sniper which closed when I depressed the air pump took care of that minor problem.

Practicing with my new arm mounted web shooters. I soon discovered not only could I cover things in piles of stringy goo. I could also use the strains to pull light weight objects towards me. Tinkering with the formulation I eventually increased the tensile strength to the point it would, usually, support my own weight. Simply by chance I discovered the joys of 'web slinging' by attaching a web line, as I was now calling the strains, to an overhead barn beam. I could swing back and forth, what fun.

By the third week in October I was ready for my next outing. Once again it was a Friday. I only hoped it would go better than my first. I sported a new uniform, with colors inspired by Captain America this time around. My duds were mainly blue & red with elongated white triangular eyes lined by black, a black web like pattern throughout the red portion and a black spider symbol on the chest with a red one on the back. A classic look if I do say so myself. The base of my gloves had small holes cut into the palms so I could shoot my webs by pressing my two middle fingers against the air pump sitting in the middle of my palms. I was as ready as I'd ever be. Taking a deep breath I set out.

I'd told Uncle Ben & Aunt May I was going spend the night with Harry in town, which I did plan on doing later. Uncle Ben offered me a drive, but I declined saying I'd rather walk. Uncle Ben & Aunt May insisted I be extra careful. The entire valley was on edge following the double murder and the appearance of the 'Spider Man'. I assured them I'd call soon as I reached Harry's, which bought me a couple hours grace. Once down the road and out of sight I strip out of my street cloths placing them, along with my smart phone, into my backpack. Soon in full Spidey regalia I put on the backpack, which also contained some extra supplies such as spare web cartridges, and was on my way.

I had originally intended to headed for town however something caught my eye and triggered what I now call my 'spider sense'. A convoy of three unmarked, black transport trucks sped by. I'd been seeing these same trucks for months now. Ever since I got my powers they'd always set off my spider sense. Curious why I made a snap change of plans, shooting out a web line I snagged the back of the third truck. Swing forward I landed on the side and scurried onto the roof. I remained there over an hour. The trucks at last stopped on a little used dirt road by Simpson Swamp. Out of each truck got a rough looking customer. One guy was huge with short brown hair the other two were of more medium build. One had short sandy, blonde hair and was in mechanic overhauls. While the other had a black beard and was dressed like something out the Old West, a regular new age cowboy I thought grinning behind my mask.

"I hate disposal duty." The big guy grumbled in a thick Eastern European accent.

"Stop yer whinin' Aleksei." The cowboy said. "None of us enjoy this here glamorous work partner, but its' gotta be down. None of us wanna make the Big Man angry, now do we?"

"Montana is right Aleksei let's get it over with." The mechanic added opening the back of his truck.

"Yeah, I guess you're right Abner." Aleksei grumbled opening the back of his own truck. Montana then did the same.

Behind the mask my eyes bugged out. I couldn't believe what I was seeing. The trucks contained hundreds of barrels clearly marked with toxic waste warning symbols! The Murdochs were right some organization was dumping toxic waste here. I wonder could it be Fisk Industries, hmmm? No matter who was behind this environmental travesty I had to stop it. Jumping down from the truck I yelled.

"Hey you didn't anyone ever tell you bozos destroying the environment is a no no?" I wagged my index finger at them for added emphasis.

"What in tarnation are you?" Montana asked giving me the once over.

"I'm your friendly neighborhood Spider-Man. Who are you, the Midnight Cowboy?" I retorted.

"Its' that spider guy" Aleksei said realization dawning on the big guy. "Remember in the Bugle fellas?"

"Yeah I do." Abner said reaching into the back of his truck retrieving a tire iron. "I say we squashing this annoying insect."

"Sounds like a plan partner." Montana said pulling a pair of brass knuckles out of his shirt pocket. Beside him big Aleksei cracked his knuckles ominously.

"Guys, guys I don't want any trouble." I said holding up my hands in a gesture of mock surrender.

"Doesn't matter ya stuck yer nose in our business now ya got it." Montana said, the three advancing on my position.

Attaching a web line to Montana's foot I trip up the wannabe cowboy with a pull. Both Abner and Aleksei rushed towards me. Jumping out of their way at the last possible second the two collided knocking each other down. From my position sticking to the side of the nearest transport I started webbing up the three trouble markers. Montana tried pulling a gun, but I easily took it away from him with a second web line while he was trying in vain to avoid the rest of my webbing. Several minutes later the three were firmly stuck into a large mass of webbing. Searching the cabs of the trucks while the trio squirmed futilely, I soon found what I was looking for a cell phone. Using it I tipped off the police, blew my enemies a mock kiss and was on my way.

Arriving at Harry's half an hour late I called Uncle Ben & Aunt May apologizing for my tardiness. Aunt May was worried sick, Uncle Ben was furious. When I got home the next morning Uncle Ben grounded me for two weeks, notwithstanding Halloween, aw man. I bet the Avengers never had such problems while growing up.

Cider Falls Health Clinic

Doctor Michael Morbius poured himself another cup of coffee. It was late well past midnight, he should be at home resting especially in his condition. Two years ago, after just turning forty, he had been diagnosed with an extremely rare & incurable anemia like blood disorder which led to wasting symptoms and eventual death in suffers. Dr. Morbius had spent every spare moment looking for a cure, with no success. His only hope seemed to lay in replicating the ability of certain creatures to take the nutrients they lacked in their own blood from others. These included biting insects and the vampire bat. Being the only mammal in this rare category Dr. Morbius had concentrated on the vampire bat. If only he could use the new genesplicing technologies to add those traits to his own he'd be cured. Alas all his experiments had proven futile. However Dr. Morbius quest, nah his obsession with, finding a cure wasn't what preoccupied his mind this night.

The work up on the blood of the Parker boy had returned from the hospital lab exhibiting some very unusual results. The lab techs had never seen anything quite like it. At first upon reading the results Dr. Morbius had wondered if the Parker boy might be a mutant. However tests for the, by now well know, X Gene had proven negative. Inquiring of the Parker boy's current condition and learning from the aunt the young man had apparently made a full recovery, Dr. Morbius decided not to worry the family until her knew exactly what he was dealing with. During the past few weeks Dr. Morbius ran his own battery of tests, all had proven futile until that Monday.

Reading the Bugle that afternoon Dr. Morbius saw the headline about a scandal involving Fisk Industries. Reading through the story out of idol curiosity Dr. Morbius came across mention by Fisk's men of the masked vigilante calling himself 'Spider-Man' who had 'attacked' them. Pausing Dr. Morbius consider why the name and description rang a bell. Before long it hit him the double murder of the Wilsons! The alleged perpetrator had been apprehended by a so called 'Spider Man'. Digging through the old newspapers in his filling cabinet, where he kept rare & otherwise noteworthy local stories, Dr. Morbius found the headline and more importantly the grainy picture of the 'Scarlet Spider'. Could it be Dr. Morbius thought? Could the Parker boy be this 'Spider-Man'? He had to find out.

Working on his hunch Dr. Morbius spent the next fourteen hours carefully examining the blood samples. When he was just about ready to give up Dr. Morbius made a breakthrough. Discovering not only that the Parker boy's blood contained large amounts of arachnid DNA, both active and inactive, but also that there appeared to be left over concentration of a foreign substance in the cytoplasm of the cells. Perhaps traces of a naturally occurring or more likely manmade mutagenic agent. Having reached the limits of what his own meager equipment could ascertain Dr. Morbius paused considering his next move.

Coming to a fateful decision Dr. Morbius picked up the phone and dialed the number of an old friend who possessed the facilities he needed. He knew what he was doing was unethical however his life was on the line. If he could replicate the genesplicing mutagen imagine the lives that could be saved? He would preserve the anonymity of the 'donor' Dr. Morbius reasoned easing his conscience. He'd only tell his friend he'd obtained the samples from 'Spider-Man' while treating the fledgling hero for injuries. That he had no idea who the man behind the mask was. Yes, that would do. Leaving a detailed voice message Dr. Morbius hung up the phone. Looking at the vial of blood in his hand Dr. Morbius hoped he had done the right thing. All he knew for certain was Norman Osborn's company possessed both the technology and expertise required to extract and possibly replicate the mutagen.

To Be Continued next up Episode Four: Halloween form Hell.


	6. Chapter 6

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Four: Halloween form Hell

By

Celgress

Oscorp Industries

"Thank you Michael for bringing me these samples. However I must confess. I'm dubious of their value." Norman Osborn said eyeing the three vials of blood which sat in a tray between him and Dr. Morbius on his large, mahogany desk. "So what if this 'Spider Man' has beaten up a few petty thugs, that doesn't prove he's anything special. With the element of surprise on one's side along with the proper martial arts training, practically anyone could do the same."

Standing by Norman's right side Vice President of Oscorp Roderick Kingsley nodded his agreement. Kinglsey a middle aged, silver haired, African American man of medium build was Norman's loyal partner or so Norman thought. In truth Kingsley was secretly plotting the CEO's demise, with an eye on replacing him.

"His DNA is highly abnormal Norman, simply run tests and you'll see." Dr. Morbius said.

"Perhaps he is a mutant?" Kingsley offered.

"He isn't a mutant." Dr. Morbius snapped. "He lacks the X Gene. Furthermore both his genomic and cellular structures show signs of being synthetically altered. Please just run the tests you'll soon discover the same abnormalities I did. There are traces of a man made mutagenic substance in the cytoplasm of his cells. A substance I believe is the cause of his genetic abnormalities. If the substance in question could be successfully harvested, you can use it to create countless powerful mutants."

"Before we at Oscorp commit the time and resources necessary to determine the true nature of this 'Spider Man', I have one question Michael. What do you want in return for your generous, donation?" Norman asked steepling his fingers while simultaneously narrowing his eyes.

"If you succeed in replicating a working version of the mutagen I request two pure, unaltered doses. To do with as I please." Dr. Morbius answered.

"Very well, we have a deal." Norman said shaking hands with Dr. Morbius. "Once we've made progress, we'll be in touch. Mr. Kingsley please show Dr. Morbius out." Kingsley escorted Dr. Morbius from the officer then returned to Norman's side.

Norman pressed a hidden button under his desk. One of the many bookcases which lined the walls of the office slid aside revealing a secret passage. Out of the darkness strode Dr. Otto Octavius. The secret passages which honeycombed the office building were the legacy of Norman's late father, the founder of Oscorp, Ezekiel Osborn. The old man's paranoia had been legendary. One of Ezekiel's preoccupations, nah some would say obsession, was a communist style uprising involving the workforce of his company. To defend against such an eventually Ezekiel had hidden passage ways, leading to 'safe rooms', installed through his headquarters. Norman had only learned of their existence years after he'd assumed control of the company, when renovation work had uncovered several. Norman, like his father before him, had then decided to keep them unknown to the masses.

"I assume you heard everything Dr. Octavius?" Norman asked.

"I did, fascinating." Dr. Octavius said gingerly, picking up one of the vials with a mechanical arm. "However I still content my own experiment Project Facsimile is the answer to our woes."

"Perhaps" Norman said skeptically. "Granted your biological trait mimicking nanites show promise, the sad fact is they require something to mimic. Additionally haven't they killed all their animal hosts by constricting their bodies to the point of collapse?"

"The adhesion factor of the nanite colony has proved, excessive. Given time I'm certain it can be corrected or at least moderated." Dr. Octavius huffed defending the merits of his creation. "Once accomplished the nanite colony itself would provide the added bonus of a fluid, biomechanical shield protecting the host from nearly all external attacks."

"The question is how exactly do we test this 'Spider Man's' super human abilities, assuming he actually has any, before wasting our time on a potential wild goose chase?" Kingsley wondered aloud ignoring Octavius' rant.

"I think I have the answer." Norman said. "We pit this 'Spider Man' against our own homemade champion. The best Oscorp has to offer against the 'Spider Man'. Such a confrontation should prove an adequate gauge of his powers, or lack there off. It will also kill two birds with one stone. The encounter providing a real world test of both our new second gen defense tech and the genetic enhancements brought about by our Super Soldier formulation, just in case 'Spider Man' proves a bust."

"Only problem is the Super Soldier Formula is still highly unstable. It has caused extreme aggressive tendencies in all the lab animals that've been treated with it thus far." Kingsley said in alarm. "It is months, maybe years, away from human trials. Who in their right mind would subject themselves to such risk?"

"I'll take the serum." Norman said softly. "If it fails now I lose everything anyway."

"Sir are you sure about this?" Kingsley said.

"I've never been more certain in life. I will not subject another to a risk I won't undergo myself." Turning to Dr. Octavius Norman said. "Dr. Octavius prepare a dosage of our Super Soldier Formula for immediate delivery. Kingsley I want a suite of Oscorp armor, one of the gliders and an inventory of weapons modified to these specifications. You alone are to perform the required cosmetic changes to the suite and armaments." Norman commanded quickly scribbling a set of instructions on a piece of paper.

"A goblin sir?" Kingsley asked raising an eyebrow after reading Norman's note.

"Who better than a goblin to crash the annual young people's Halloween party held at the Civic Center?" Norman laughed. "Besides if 'Spider Man' can play dress up than why not his challenger?"

"Sir dress up if you want, however I must protest your use of the serum. The risks are too great. What if something goes wrong?" Kingsley said.

"I agree with Mr. Kingsley." Dr. Octavius said placing the vial of blood back in the tray. "The side effects of the serum could drive you mad, or worse Mr. Osborn. In good conscience I cannot advise its' use." Though he protested vigorously in truth Dr. Octavius was interested what negative side effects the Super Soldier Formula might have on a human.

"Your objections are fully noted gentlemen. While your concern is touching, it doesn't alter my resolve." Norman said getting up from his desk. Looking out the wall of windows behind it Norman continued. "One way or another I shall deliver on the Super Soldier contract, no matter the cost personal or otherwise. Far too many depend upon the success of Oscorp, failure is not an option gentlemen. We have a week until the event I want my modified equipment ready no later than the day before the dance, understand Kinglesy?"

"Yes sir, I'll get started on it now." Kinglesy said. "One more thing sir, how can we be sure 'Spider Man' will be in the vicinity?"

"Because he always shows up on weekends", Norman said smiling. "Also if he is a Cider Falls local he'll be out and about, our Halloween festivities are legendary good times."

"True sir" Kinglesy said leaving the room.

Looks like he might be taking over Oscorp sooner than he'd planned Kinglesy thought with a smirk he loved playing the long con. His fitting porker nickname amongst his seedier associates was the 'weasel'. Now how could he best use these latest developments for long term gain, hmmmm?

"Dr. Octavius go prepare a dose of the Super Soldier Formula." Norman ordered.

"Straight away sir" Dr. Octavius said leaving through the secret passageway from whence he came. Smiling as the faux bookcase slid shut behind him Dr. Octavius hurried to his laboratory. This should prove rather interesting he thought, rather interesting indeed.

Without further delay, we return to the life and times of one Peter Parker.

Everyone at school kept asking me what I was going as to the Halloween dance at the Civic Center on Saturday night. I told them it was a surprise. Thankfully my grounding by Uncle Ben and Aunt May excluded the event. Earlier in the year I'd decided on my costume, the Invincible Iron. At lunch on Wednesday Eddie joked I was going as Spider-Man I put the kibosh on his suggestion right away by claiming if I did go as a super hero it'd be the real deal, not some local wannabe. It was one of the hardest things I've ever said, self-deprecation not being my strong point.

At last Saturday night arrived. After a week of utter boredom twiddling my thumbs I was dying to get out of the house. Putting on my Iron Man outfit over my own Spidey costume, hey I thought it might be interesting if Spider-Man swung by the dance later beside it was a busy Saturday night I could always practice me crime fighting skills restraining rowdies, I was off. Uncle Ben and Aunt May drove me to the dance, to my eternal embarrassment. Other than Harry, who was dropped off by the freakin' Oscorp limo, I was the only teen my age, or older, who arrived there accompanied by adults. Man I really need to get my permit ASAP. Promising Aunt May and Uncle Ben I'd met them back in the parking lot at 1:00 am sharp, damn the dance itself didn't start until 10:00 pm, I hurried inside.

Being a huge super hero nerd I was recognized almost immediately by most of my peers. My old gang were already all present and accounted for. Harry was dressed as a WW I bombing ace, complete with bomber jacket & goggles. Gwen looked super cute, in an emo kind of way, as very realistic Dark Magician Girl. Eddie was dressed as a blue ninja. He was presently slicing his plastic sword through the air. Mary Jane was attired as a sexy female pirate.

"Hi guys." I said from behind my mask.

"Hi Peter." The four said without hesitation.

"How'd you guys know it was me?" I grumbled removing my mask.

"Bro Iron Man has been your favorite hero forever." Eddie chuckled. The others voice their argument.

"Face it tiger, you're predictable." Mary Jane said handing me a plastic cup full of punch, which I accepted.

"You mean boring?" I sighed.

"More reliable", Gwen countered.

"Yeah Pete there is nothing wrong with being reliable." Harry added, slapping me on the back.

It was 9:30 pm. We chatted for the next half hour. The entire time Gwen made googly eyes at Eddie. It was terribly obvious Gwen was checking him out. Eddie was a fairly well built guy and the relatively tight fit of his Ninja costume was only flattering his form. Eddie for his part seemed to take no notice of Gwen's interest, poor Gwen.

At last the clock struck 10:00 pm. It was a great night a minor run in with Flash Thompson, dressed up like what else a linebacker, notwithstanding. I even got to dance a slow dance with MJ, yes! It didn't help my ego any when MJ giggled through the entire thing, beggars can't be choosers right? A brunette named Lisa Allen, who I know has a thing for Harry, paired off with Harry. The two danced together pretty much exclusively. Gwen snagged Eddie during the same set I partnered up with MJ, you go girl.

It was a fun night until he showed up. The overhead clock read 11:15 pm when a strange, high pitched, whirring sound pierced the air. No one could figure out where it was coming from until a strange figure on some type of bat shaped glider smashed through the skylight. The guy, judging by the appearance and demeanor anyway, was outfitted in a purple bodysuit, gloves, pointed Arabian style boots, a floppy elf style hat and a frightful yellow eyed green skinned mask which resembled an orc from the LOTR franchise. His arms and legs were covered in the same green, rubbery material that made up his mask. People screamed, ducking and running everywhere to avoid the shower of glass preceding the strange arrival.

"I'm the Green Goblin kiddies." The strange figure announced in a odd, almost comical sounding voice. "Teenagers love it wild and hardy so do I c'mon lets' party!"

The Green Goblin then pulled out several small, pumpkin shaped devices from a satchel bag draped over his left shoulder. Green Goblin randomly threw the devices in every direction. The pumpkins exploded on impact. The room began filling with a noxious, orange smoke. Whoever this lunatic was I had to do something, fast! Noticing I'd lost my friends in the confusion. I sprang into action retreating to the bathroom. I stripped out of my Iron Man outfit. Pulling on my Spidey mask I took a deep breath. My first real super villain, here goes nothing.

Leaving the bathroom I scurried up the nearest wall. Once I was above the smoke bank I spotted Green Goblin. Good he was still in the same position. Pushing off the wall with all my might I jumped landing behind Green Goblin on his glider. Teetering for a second I quickly regained my balance.

"Unless you can produce an invitation, you'll have to leave sir." I joked. Green Goblin whirled around facing me.

"Right on time bug boy", Green Goblin sneered. "Now let's see what you got." A bolt of sizzling energy shot out of Green Goblin's right index finger knocking me off the glider.

The energy attack hurt like hell. Laying on the floor, rubbing my chest in pain I barely got out way of Green Goblin's next attack. Flying high into the air my laughing foe dive bombed my position. My spider sense buzzed a warning I instinctively rolled out of the way. Green Goblin tried the same maneuver again, with the same result. Following a third failure Green Goblin growled in frustration.

"Sit still so I can squash you bug boy!"

"No thanks" I said having regained my breath. This time when Green Goblin dive bombed me I summersaulted over his head. Grabbing him by the shoulders I used my strength plus momentum to throw him off the glider then jumped off myself. The glider meanwhile continued onward unguided crashing into the far wall. Landing in front of him before Green Goblin fully regained his footing I webbed up both his hands. He looked down muttering something under his breath.

"Not so tough without your weapons or stun bolts huh Gobby?" I taunted.

"I need neither to destroy you bug boy!" Green Goblin threatened charging me.

I effortlessly dodged his attack, tripping him up with a web line. I then encased him in a cocoon of sticky webbing. At this point I thought the battle was over, I couldn't have been more wrong. Approaching Green Goblin I noticed smoke was coming from the cocoon. The cocoon split open Green Goblin had used the heat from his energy gauntlets to melt my webbing! Using a couple of bladed pumpkins he cut himself the rest of the way free. I was astonished!

"Here catch" Green Goblin laughed throwing the boomerang like, double bladed, weapon at me. If not for my spider sense once again I'd have been finished. "Drat" my opponent said. "You're harder to squash than a fly and twice as annoying."

Green Goblin fired a volley of energy bolts at me. By now everyone else had cleared out of the building. We were alone. Things were at a stalemate. I couldn't neutralize the Goblin nor could be neutralize me. Rushing forward Green Goblin engaged me in hand to hand combat. If not for my spider sense and heightened reflexes I'd have been in serious trouble. In spite of my defensive abilities Green Goblin still landed several brutal kicks and punches. I landed a fair number of blows, but in truth I took the worst of it. I would later discover he'd cracked two of my ribs on our final exchange. Just when my resolve was fading we heard sirens outside. Momentarily distracted by the commotion Green Goblin took the opportunity to push me into a wall with impressive force. Green Goblin then retrieved his gilder and escaped into the night sky.

By the time I stumbled to my feet I was surrounded by police officers drawing their weapons "Hold it right where you are!" Chief Stacey shouted through his megaphone. Knowing if my true identity became public knowledge things would head south fast. I did what any self-respecting super hero would do. I bolted, a hail of bullets close behind.

The worst part of the night was retrieving my Iron Man outfit. Sneaking back in through the air vents of the civic centre was no fun, that and waiting until several chatty policemen left the men's bathroom. All in all it could have been worse. I was ready to go when Uncle Ben and Aunt May showed up at 12:00 am. They came early having heard about the mayhem unleashed by Spider-Man and some new nasty called the Green Goblin. MJ caught a ride home with us. She couldn't stop talking about Spider-Man how heroic he was facing off against the dangerous green goblin. Aunt May said that both masked men sounded like common hooligans. Aunt May said she hoped the local cops threw the book at them. Terrorizing a youth dance, she'd never heard the like. I and Uncle Ben remained silent during the journey home. Great MJ is crushing hard on me well not me but rather Spider-Man, never thought I'd be jealous of myself go figure. While Aunt May thinks my alter ego is a glorified thug. Can my life get any more complicated?

Oscorp Industries

"Yes, Octavius Spider-Man proved himself worthy of further study." Norman Osborn said into the telephone on his desk. "His powers are truly extraordinary. I put him through rigorous tests that would have broken an Olympian gold medalist. Aside from possessing super strength, agility, reflexes, stamina and resistance to injury he is gifted with an uncanny ability to seemingly sense oncoming danger seconds before it transpires. I'm not sure it could indeed be a type of psychic inclination. Me, I'm feeling fine. In fact I've never felt so alive. Even with all his powers I was more than a match for Spider-Man, how invigorating. Of course I still wish to replicate his abilities. His danger sense alone would help make near unbeatable Super Soldiers. Imagine its' applications on the battlefield. I'll see you soon Octavius." Norman said hanging up the phone.

Having not yet taken off his Green Goblin uniform Norman looked at the mask laying on his desk. Holding it up to the light he enjoyed the ways it's yellow eyes glowed ominously. Throwing back his head the industrialist laughed.

To Be Continued


	7. Chapter 7

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Five: With Great Power Comes Great Responsibility

By

Celgress

"Bottom line is, even if you see them coming, you're not ready for the big moments. No one asks for their life to change, not really. But it does. So, what are we, helpless, puppets, nah. The big moments are gonna come, you can't help that. It's what you do afterwards that counts. That's when you find out who you are."

Whistler – Buffy the Vampire Slayer Season Two: Becoming Part One (1998)

I could have stopped it. I should have stopped it. Standing at the freshly dug grave beside my crying Aunt May in the cold November rain I knew I had failed. If only I'd done the right thing when I had the chance none of this would be happening. I'd paid the ultimate price for my arrogance. I thought I was sticking it to the people who would never accept Spider-Man when I made the fateful decision. They wanted to be ingrates fine, I'd show them. They wouldn't have Spider-Man to kick around anymore. I made a stupid mistake. A mistake which proved fatal for one I loved.

Three Weeks Earlier

"Spider-Man is a menace." J. Jonah Jameson said chopping on his trademark cigar. "Tell me Chief Stacey what extra steps is the Police Department taking to protect normal, God fearing, Cider Falls residents from masked wackos such as Spider-Man and his new pal the Green Goblin?"

"I assure you Jonah we at the Cider Falls Police Department are doing everything within our power to apprehend both Spider-Man and the Green Goblin." George Stacey said in his usual no nonsense manner. "It should however be noted Spider-Man is not currently suspected of committing any crimes. We merely wish to question him regarding the incidents he has been involved in. The Green Goblin on the other hand, whoever he may be, is wanted in connection with criminal trespass, uttering terrorist threats, reckless endangerment of minors, assault with a deadly weapon and use of an illegal substance; i.e. poison gas."

"Outrageous" Jameson said the veins in his forehead, which usually acted up when he grew angry, visibly pulsed underneath his skin. "How can the Police Department allow a masked vigilante like Spider-Man to freely roam our fair streets?"

"Spider-Man hasn't committed any crimes. I can't arrest him simply because his presence makes certain citizens feel uncomfortable." Stacey answered. "By all accounts if it wasn't for Spider-Man's timely intervention who knows what the Green Goblin might have done to the young people of our town. Saving a dance full of defenseless teenagers from a probable super villain makes Spider-Man a hero in my book."

"Chief Stacey in your opinion is it at all possible either Spider-Man or the Green Goblin could be mutants?" Jameson said leaning over the desk that separated the two.

"Anything is possible", George said picking his words carefully. "However currently we at the Cider Falls Police Department have no reason to believe either the Green Goblin or Spider-Man are mutants, or related to the X-Men of nearby Bayville in any way, shape or form."

"I think we have enough material. Thank you for your time and patience. You may leave now George." Jameson grumbled, shaking hands with Chief Stacey.

"Always a pleasure Jonah" George said breaking their handshake and leaving the room. "Come along Gwen." George said to his daughter who was waiting outside the office. The pair then left the Bugle Building.

"Jameson is a bigot." Gwen said the minute they were outside.

"Gwenie you shouldn't say such things." George said frowning at his daughter.

"I'm sorry dad but you've heard the way he talks about mutants." Gwen said. "All the guy needs is a white sheet."

"A lot of people are frightened of mutants because of the powers they possess Gwenie. Mr. Jameson is one of them. How many times have I told you his wife was killed by a masked mutant criminal." George said.

"Dad that's like saying it is okay to hate all East Asians because a guy from Japan ran over your dog." Gwen said her expression one of disbelief.

"I know Gwenie. I wish more people saw the world like you do. You are an extraordinary young woman. I love you." George said hugging his daughter.

"Aw thanks dad." Gwen said returning her father's hug.

Fisk Industries

Walter Wilson Fisk was furious. It was infuriating enough that he had to play third fiddle to that traitorous upstart Roderick Kingsley, in his own town no less! Now thanks to the machinations of the so called 'Spider Man', combined with the inadequacies of his own hired muscle, one of his most lucrative illegal enterprises was in danger of being fully exposed. More disconcerting that self-righteous, bleeding heart lawyer Matt Murdock and his equally detestable, tree hugging wife Milla now had the proverbial goods on Fisk. What a total disaster! There had to be some way he could fix the situation Fisk thought, but how?

"Sorry boss the Spider Man he was everywhere." Aleksei Sytsevich said his dull eyes darting around the room as if the lumbering giant expected his boogeyman to leap out of the shadows at any moment.

"Aleksei is right boss." Abner Jenkins said studying the ground with his eyes. "That freak fought better than anyone I ever seen. No way is he a normal."

"Yeah boss I'll bet my entire belt buckle collection the 'Spider Man' is one of em' mutant freaks playing dress up." Montana added. "No doubt the lily livered dog sneaks over the border from Bayville plays hero here then sneaks back home. I tell ya what."

"Silence!" Fisk bellowed. His three disgraced underlings shrunk back at their master's furry. "No more excuses, it was your bumbling incompetence which exposed my waste disposal operation. I should have let the three of you rot in prison! However I can't afford any additional bad press right now."

"Don't worry boss we'll take care of the varmint next time 'round." Montana said, pounding his fist into his palm.

"Oh no you won't", Fisk said shaking his enormous head. "You three have done enough damage already." Activating the office speaker on his desk Fisk said. "Send in Spencer Smythe."

A few moments later Spencer Smythe entered Fisk's office. Spencer a nervous, gray haired man pushing seventy had at one time been the favorite engineer of the late Ezekiel Osborn. Spencer's specialty was robotics. Spencer had personally crafted and maintained the legendary assembly line robots at the original Oscorp factory. Spencer however couldn't seem to make the transition from civilian construction robots to those with more sophisticated applications once Norman & Fisk assumed control of the company. Following a series of high profiled failures Norman & Fisk had been forced to let Spencer go. Ruined the former engineer had sunk into poverty while wallowing in depression. Matters weren't helped by the fact that Spencer's young wife, the shy scientist had married rather late in life, died giving birth to a physically disabled son during the same time period. When Fisk had his falling out with Norman & Kingsley at Oscorp, he soon discovered Spencer was desperately in need of work. Initially hiring the old man out of pity more than anything else Fisk soon discovered how handy Spencer was to have around. The man was still a mechanical and electronics genius. Given the proper guidance Spencer could be very useful. Spencer for his part was blindly loyal to Fisk who he was totally depended upon for the wellbeing of his now wheelchair bound son, the brilliant but socially awkward Alistair. Besides generously paying Spencer, Fisk had also taken an interest in the teenaged Alistair buying the boy a power chair amongst other things. Fisk felt Alistair who was already an inspired computer hacking, would someday prove a lucrative investment on his own. In the meantime keeping young Alistair properly outfitted insured Spencer's completed dependence upon and thus loyalty to Fisk.

"Yes sir, what is it sir?" Spencer asked.

"My men here", Fisk said gesturing towards the trio collectively known as 'the Enforcers'. "Have recently been bested by the individual known calling himself 'Spider Man', as I'm sure you're aware Spencer."

"Yes, I heard about it on the radio sir." Spencer confirmed.

"I want you to construct a robot that can take down 'Spider Man', a spider slayer if you will." Fisk said. "Assuming the robot terminates 'Spider Man', we can then use it in our bid to wrestle the Super Soldier contract away from Oscorp. Can you do it Spencer?"

"I'm certain I can sir, if my son is allowed to assist me in the development and construction." Spencer said.

"Of course", Fisk said waving his beefy hand. "All other projects are to cease until the robot has been deployed."

"I shall begin research at once sir." Spencer said excusing himself.

Cider Falls High School

"I don't care what anyone says." Flash Thompson stated, in animated fashion. "Spider-Man is a hero. So what if the old folks in town don't respect him? Spidey is a hero with an edge. Spidey doesn't take crap off anyone."

It was lunch a few days after Spider-Man had fought the Green Goblin at the annual youth Halloween Dance. The entire school remained abuzz with all things Spider-Man. Flash wasn't alone in the use of Spidey the nickname for the webslinger had entered the popular vernacular it was now on everyone's lips.

"Who do you suppose Spidey is?' Kenny McFarlane wondered around bites of his burger. "I hear he is a local."

"Nah" Flash said gobbling down his fires. "I hear he is a mutant from over in Bayville, one of 'em X-Men in training."

"Dudes ya ever wondered what it would be like to bang one of the X-Women?" One of Flash's jock bodies said making lewd gestures with his hands.

"I bet their demons in the sack." Another jock at Flash's table added. "I hear mutants are naturally horny, especially the girls."

"Bullshit", said yet another jock.

"Swear ta God", said the second jock. "The chicks want it all the time. It is a regular 'round the clock orgy at the X Mansion. I hear they'll screw anything that has two legs, a heartbeat and a…."

"Alrighty" Gwen said slamming down her tray at the nearby table where she was seated with her usual circle of friends. "I've suddenly lost my appetite. I'll see you guys in class." Gwen then stormed away. Flash's group laughed at her display of anger.

"You shouldn't spread around such terrible stereotypes. It only betrays your ignorance." Eddie Brock said getting up from the table.

"Ain't our fault Gwen is a mutant lover." Kenny laughed. "Maybe she should hook up with Spidey, jealous eh Brock?"

Eddie turned around, grabbed Kenny be the collar and dragged the somewhat larger boy to his feet. Once on his feet Kenny throw a couple of clumsy punches which Eddie easily dodged before leveling Kenny with three of his own; one to the gut two to the jaw. Picking the bleeding Kenny up off the floor Eddie whispered, before dropping Kenny.

"I hate bullies." Eddie then left the cafeteria. Flash and the other jocks got Kenny back on his feet then sat him at their table where he bobbed around woozily.

"What are you people looking at!?" Flash said shooting a stony stare around the room. Everyone turned away avoiding his gaze. "Yeah, I thought so."

Wow I thought I'd never see Eddie beat somebody up for such a small infraction. My 'big bro' is usually the level headed type. Maybe he is falling for Gwen. If so congrats to them both, they make a cute couple. Mary Jane's and Harry's renewed chatter derailed my train of thought.

"Who do you think Spider-Man is?" Harry asked MJ.

"I'm not sure." MJ confessed. "Whoever he is I think I'm in love."

"In love", Harry said shocked. "You don't even know what he looks like. He could be some gross mutant under that outfit. Heck, he could be a girl."

"Looks aren't everything." MJ said. "I'm certain he isn't a girl. He is a lovely man."

"How can you be sure?" Harry laughed.

"I see his soul, and its' beautiful." MJ said.

I can't decide if this is a dream or a nightmare. MJ has a major crush on my alter ego. What a predicament. At times such as this I really wish I had taken the apprenticeship road. It'd be great to have a mentor I could get guidance from about dealing with these types of sticky situations, sigh.

"Are you okay Gwen?" Eddie asked the blonde, female punk. Following a fifteen minute search he finally found her sitting alone in the gym on the bleachers. Gwen looked as if she'd been crying. Her heavy eye shadow was running down her face.

"Eddie tell me why do people have to be so crude, so incredibly cruel?" Gwen sniffed looking at Eddie.

"Don't let those jerks get under your skin." Eddie said sitting down next to Gwen. "Their small minded fools, they'll always be fools."

"I know but why must people hate others just because they are different?" Gwen said her eyes red and puffy. "Why can't people be accepted for who they are?"

"I don't know." Eddie said softly. He put a comforting arm around Gwen. The two spent the rest of lunch period alone in the gym chatting about life.

Two Weeks Earlier

Guess who finally got his driver's permit. Uncle Ben and Aunt May have been downright shocked by my improved driving skills. Since September I'd improved behind the wheel by leaps and bounds, my new razor sharp reflexes and warning sense helped a great deal. Driving home with Uncle Ben after acing both written and the road tests, perfect score on the latter yes, I got one of the greatest surprises of my life.

"So you're Spider Man." Uncle Ben said calmly from the passenger seat of his truck. I nearly lost control having to pull over onto the shoulder.

"U-Uncle B-Ben don't be silly." I stammered.

"Please don't lie to me Peter. I found your stash in the old barn a few days ago. You should really consider a more secure hiding place." Uncle Ben said. "Why didn't you tell me or your Aunt May yourself?" I could see the hurt in Uncle Ben's blue eyes. The man is like a father to me, and this is how I repay him with mistrust.

"I was afraid I might be a mutant. If I am I feared you and Aunt May would be forced to send me away. I couldn't put you through it. I know how people in this town feel about mutants." I tried to explain.

"Are you a mutant? Do you even know the origins of your powers?" Ben asked.

"I not sure on either count Uncle Ben." I admitted.

"Peter how could you be so irresponsible?" Uncle Ben said shaking his head. "These powers could pose a serious danger to your health. We need to get you checked out right away."

"Doc Morbius ran blood tests on me back in September. Nothing appeared out of the ordinary then." I offered.

"I remember your sleeping problem. Peter when did your powers first manifest?"

"A couple weeks after Doc's examination in fact", I answered.

"Yet the blood tests found nothing out of the ordinary?"

"I guess not, Doc never got back to us."

"I see, I think you and I should have a talk with Dr. Morbius tomorrow. Until we figure out what exactly is happening with you. I think it is best we leave your Aunt May out of this. Okay, let's head home."

The following afternoon we met with Doc Morbius. Doc Morbius seemed unusually uncomfortable at first. His discomfort only seemed to intensify when Uncle Ben explained why we were there, after major prying Doc Morbius showed us the test results. The results confirmed I wasn't a mutant, thank God for small favors, rather my cells showed signs of latent genetic tampering. Somebody had done this to me on purpose, judging by the decay rate of the mutagen involved most likely when I was very young perhaps an infant. Doc Morbius was unsure how the alterations might affect my future health. He however felt in the short term they posed minimum risk. Uncle Ben insisted on assurances from Doc Morbius that he'd keep my 'condition' strictly confidential, which Doc Morbius gladly gave. We then left Doc Morbius' office.

"Peter I want you to be careful out there when you're righting wrongs." Uncle Ben said, this time he was driving the truck. "I don't want to lose you my son."

"Uncle Ben don't worry I'll be careful. Wait a minute you're allowing me to stay Spider-Man?" I said, not expecting it.

"You have a gift you must use it for good, squandering it would be wrong. With great power comes great responsibility. Always remember that Peter."

"Thanks Uncle Ben."

"Is there anything else you'd like to share Peter?"

"MJ has a um is in love with me, not me rather Spider-Man. The situation is so confusing. I don't know what I should do." I groaned in frustration.

Uncle Ben chuckled. "The dangers of secret identities, I can't help you there son. I can only give you this little pearl of wisdom. If you two are meant to be love will find a way, it always does."

When we arrived home we broached the subject of Spider-Man with Aunt May. She didn't want to hear anything about the webslinger. She still contended Spider-Man was a masked thug unworthy of respect. We couldn't convince her otherwise no matter how hard we tried. Soon the argument devolved into us ganging up on Aunt Mau, which neither I or Uncle Ben wanted. When we had a minute alone Uncle Ben and I decided it was best if Aunt May remained in the dark, at least for the time being.

One Week Earlier

"Damn Ben Parker!" Norman Osborn said slamming his right fist into his large desk. Scowling at the visible dent his casual strike left behind.

Norman had just returned from a rare afternoon meeting of the full Town Council. Ben Parker and J. Jonah Jameson, over Norman's stringent objections, had managed to ram through an environmental protection proposal. The final vote, which was at this point a formality, would take place later in the week three days before Thanksgiving. After that a municipal, legally binding referendum would be triggered next spring. If the referendum passed further expansion of Oscorp facilities would be rendered virtually impossible. If he lost the Super Soldier contract in the New Year then where would Oscorp and where for that matter would the entire valley be, improvised that's where. He had to stop the second council vote, but how. Again examining the unwanted dent the answer came to him. Norman Osborn couldn't stop the vote the Green Goblin however could. Grinning Norman sat down in his plush chair planning out strategy.

Cider Falls Medical Clinic

Dr. Michael Morbius was worried. If either Ben Parker or his nephew learned of Dr. Morbius' duplicity he was finished. He would lose his medical license and be forced to leave Cider Falls in disgrace. Dr. Morbius had voiced his concerns over the phone to Norman Osborn and more recently Roderick Kingsley, concerns both men had dismissed out of hand. Dr. Morbius only hoped things worked out. The sooner had received a working dosage of the mutagen the sooner he could cure his own condition. Once he was cured Dr. Morbius would then come clean to Ben Parker and his nephew. Surely the two would understand what he'd done, given the circumstances.

Downtown Cider Falls

Another Friday night another outing of the amazing, or so many of my classmates had dubbed me, Spider-Man. I had stopped a robbery at the local bowling alley, by webbing up the two robbers, when the police arrived. Naturally I had expected a pat on the back for a job well done after reading what Chief Stacey said about me in the Bugle. I didn't even mind the idea of them asking me some friendly questions however I was unprepared for what happened next. Silly me all things considered I should have been expecting it after my last encounter with the cops at the Halloween Dance. Sure I'd webbed up a few petty criminals since then, which I thought counted in my favor. I guess I was wrong.

"Spider-Man put your hands where we can see them!" Officer Thompson, yup Flash's dear 'ol dad, ordered through his megaphone.

"Does there seem to be a problem here officer?" I ask timidly. I was penned in by what looked like ninety percent of the Cider Falls Police Force. Escape wouldn't be easy this time around.

"Do as I say Spider-Man now!" Officer Thompson said.

Having no choice I did as he asked. Officer Thompson handcuffed me, me of all people your friendly neighborhood Spider-Man! Soon I was at the Police Department being arrested! Apparently for obstruction of justice based upon resisting questioning when I didn't play along with Officer Thompson's initial demands, unbelievable! I protested mightily at this development, to no avail. I refused to remove me mask in spite of threats of physical violence from Officer Thompson and several other police force members I grown up respecting. Next thing I knew I was in a room being question by Chief Stacey. Thankfully the handcuffs had been removed by this point.

"You really know how to make a guy feel welcomed." I joked rubbing my wrists. Officer Thompson had made sure to slap on the cuffs real tight.

"Can the jokes kid." Chief Stacey said. "You're potentially in a lot of trouble."

"Who little old me, what have I ever done?" I asked shrugging.

"The residents of this town don't look kindly upon masked vigilantes." Chief Stacey said leaning closer. "Tell me Spider-Man are you a mutant, one of the X-Men perhaps?"

"I'm not a mutant or an X-Man, though I hear they are really nice people." I said.

"Who are you?" Chief Stacey asked looking me straight in the eye, I was a tad unnerved by the intensity of his stare.

"Somebody who wants to make a difference and has been given the power to do so", I stated meeting his gaze.

"I see." Chief Stacey said getting up, opening the window behind him, "go."

"Excuse me?"

"Go, leave here now."

"Why are you helping me?"

"I have my reasons. Now go before someone comes in."

"Consider me gone." I said climbing up to the window.

"One last thing Spider-Man", Chief Stacey said before I could exit the window. "There has been a threat placed against the town council meeting tonight, perhaps you can keep an eye out for trouble. It might be nothing still we could use all the help we can get."

"Gee I don't think the other officers would approve of my presence. I don't want to get arrested twice in one night." I said bitterly. I vaguely remembered Uncle Ben mentioning something about a threat, but at that point I didn't much care.

"I thought helping people is important to you?" Chief Stacey said. "People could be in danger. How can you turn your back on them?"

"And I thought people would appreciate what I do. I guess we are both wrong." I countered.

"Dammit it kid law enforcement isn't about popularity. Do you know how many times my decisions have been questioned? It is about doing your duty, protecting those who can't protect themselves. This isn't a game kid!"

I jumped out the window not wanting to hear it. I spent the rest of the night moping around feeling sorry for myself. I decided if the people of Cider Falls didn't want my help fine. I wouldn't help them anymore. I'd use me powers to help myself.

Town Hall

Ben Parker got out of his truck. He was a happy man. After months of struggle tonight's meeting would insure the future of Cider Falls. There was no way Osborn's faction had the votes required to defeat the motion. Ben would be surprized if his opponents even showed up. The results being a foregone conclusion as it were. Ben was strolling over to chat with J. Jonah Jameson and the Murdocks about their impending victory when a strange whirring sound emitted from an unseen source. It sounded like it was coming from overhead. Out of nowhere the Green Goblin appeared on his bat like glider. Cackling like a madmen Green Goblin circled the parking lot several times before stopping directly in front of Ben's group. Hovering a few feet off the ground Green Goblin looked at the stunned people.

"Hello folks nice night isn't it?" Green Goblin said in his strange, slightly high pitched voice.

"Get out of here you masked hooligan." Jameson said angrily. "We don't want your kind around here, be gone with you."

"How rude", Green Goblin huffed. "Tell me do you treat all visitors so harshly?"

"Only known criminals", Matt Murdock said.

"Me a criminal I'm flattered." Green Goblin said with a mock bow. "However do I truly deserve the title, hmmm? I've got it." Green Goblin snapped his fingers. "I shall do something worthy of your esteem, to prove my credentials as it were."

Lightning quick Green Goblin pulled out a double bladed, pumpkin boomerang. Green Goblin then performed an act of inconceivable, seemingly, random, senseless brutally which horrified the many onlookers, an action that would live in their collective nightmares for the rest of their lives. Using one of the blades Green Goblin lashed out viciously slashing Ben Parker's neck. So deep was the wound Ben was almost decapitated. Clutching his destroyed throat Ben shank to the ground, blood spurting everywhere from between his fingers while Green Goblin sailed off into the night, leaving behind him pearls of laughter.

Parker Residence

When I arrived home later that evening there were two police cars in the driveway. At first I foolishly thought the police had somehow deduced my true identity. Quickly dismissing that fear I snuck into the old barn and got back into street clothes. I then entered the house. Aunt May was in the foyer talking with Chief Stacey and Officer Thompson.

"Peter where in the world have you been boy?" Aunt May asked. "I've been trying to get in touch with you for over an hour now."

"I was hanging out with Eddie & Harry in town (which I had been earlier that night, so it wasn't exactly a lie) sorry I didn't come home sooner." I said. Aunt pulled me into a tight hug. "Jeez Aunt May not in front of the officers, speaking of which why are they here anyway?'

"Peter the Green Goblin attacked the Town Council meeting. Ben, your Uncle Ben is gone." Aunt May sobbed into my shoulder. No I thought this can't be happening, it must be a mistake.

"I'm sorry Peter." Chief Stacey said putting his hand on my shoulder after Aunt May pulled away. She was now barely standing with the assistance of Officer Thompson. Whose usual sneer was missing replaced by a look of sadness. "You have my word we'll do everything in our power to catch the monster that did this. Your Uncle Ben was a good man, he deserved better."

I was numb. I knew with sickening certainty it was my fault. If I'd only listen to Chief Stacey earlier pleas, swallowed my pride and done my duty none of this would be happening. I could have been there to tangle with Green Goblin. I'd acted like a spoiled child and Uncle Ben, the man who was the closest thing I've had to a father, paid the ultimate price. First the Wilsons and now my own uncle some hero I was turning out to be, more like a zero. Silently I vowed three things in the name of Uncle Ben's memory; I would always look after Aunt May & the family business, I would become the kind of selfless hero he'd be proud of, and finally I wouldn't rest until the Green Goblin was brought to justice.

Then it hit me. Besides losing my uncle I'd also lost the only confidant I had. The one person I could trust with my secret. Other than Doc Morbius, who I've never been close with, I was alone again. The thought filled me with dread for some reason I couldn't quite explain. I felt lower than a snake's belly, as Uncle Ben would have said if he were here.

The next week went by in a blur. The entire town turned out for Uncle Ben's funeral. It was one of the largest the valley had ever seen. Everyone gave their condolences to me and Aunt May. Harry's parents were especially conciliatory. Many people asked if there was anything they could do to help ease our pain. I couldn't help but wonder if one of them our trusted friends and dear neighbors was Uncle Ben's murderer, the dastardly Green Goblin. The very thought was disturbing beyond expression. I guess now I know why people mistrust others who hide their faces behind masks, ironic huh?

The hardest part came when it was all over. Aunt May and I were left alone with each other and our memories. Thankfully Uncle Ben had left us in good stead. The orchards were winterized as were the main barns and the rest of the facility. The workforce was mostly gone. The rest majority wouldn't be back until late next summer. B&A Parker Ltd would survive until at least spring. Uncle Ben was also well insured so money wouldn't be a problem or so Aunt May kept telling me.

We didn't bother celebrating Thanksgiving the next day. In fact I doubt we would ever feel the same way about the holiday which had been Uncle Ben's favorite again. A week later I returned to school. Everyone was sympathetic heck ever Flash and his crew told me they were sorry for my loss, imagine that.

As December dawns my main focus nah my obsession is the Green Goblin. Things which had once interested me, as such school, video games and hanging with friends, no longer do. My friends are deeply worried about me. I ignore their well-meant concern. I am like a man possessed. I eat, sleep, go to school, help out at home and ponder the true identity of my nemesis. The man who so callously shattered my family without a second thought, the man who destroyed my innocence. No matter what it takes I'll find out who Green Goblin really is. Once I do heaven help him. I'll bring him down. I don't care what it costs me. I know Uncle Ben would be disappointed with me but right now I want revenge so bad against Green Goblin I can virtually taste it. I don't know what I'll do when I get my hands on Green Goblin all I know is he'll regret his evil ways before I'm finish.

To Be Continued

**There you have it gentle readers. Please tell me what you think of this epoch setting chapter. What are you opinions of my twist on the theme of Uncle Ben's death and Power and Responsibility? Reviews and IMs are always welcomed.**


	8. Chapter 8

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Six: 'Tis the Season for Mayhem!

By

Celgress

There it was in black & white as they say. The front page of the Bulge blared 'Local Businessman Killed by Green Goblin after Spider-Man Escapes from Police Custody" I couldn't have been more outraged. How dare J. Jonah Jameson imply that I had anything to do with my uncle's death or that I am in any way connected with that psychopath the Green Goblin! I felt bad enough already. I should give him a piece of my mind. I should sue him. Remembering I couldn't without revealing my secret identity I balled up the paper throwing it in the trash.

"Are you alright Peter?" Mary Jane asked concern evident on her face.

"I can't believe they print crap like that." I fumed as we walked down the main hallway of our school. "Mary Jane do you think Spider-Man had something to do with my uncle's death?" I asked searching her face for any indication of her thoughts.

"No way Peter, Spider-Man is a hero he'd never harm an innocent." MJ said her voice full of conviction.

"How can you be so sure? You don't even know him." I said.

"I'm sure." MJ said.

There was something odd about MJ's assurance. It was as if she were talking about a friend not a total stranger. Before I could ponder it further Flash Thompson happened by, oh great here we go I thought.

"Hi puny Parker how's tricks?" Flash said with a laugh. "You're a celebrity now your old man got offed by the Green Goblin, how does it feel knowing his ass wasn't worth my main man Spider-Man saving?"

"Buzz off Thompson." I said through gritted teeth.

"What did you say?" Flash said stopping in midstride.

"I said buzz of bastard. I'm not in the mood for your antics today." I said getting in Flash's face. You could hear a pin drop in the hall.

"Okay" Flash said putting up his hands in defeat. Flash slowly backed away. I turned around. Flash lunged forward throwing a punch intended for the back of my head. I whipped around while pulling MJ to safety. I side stepped Flash who smashed into a series of lockers. Flash get unsteadily to his feet.

"You are so dead four eyes!" Flash bellowed he then threw a couple of punches which I easily avoided. I knocked Flash out with a straight right. I then started kicking him. The more I hit him the more I wanted to continue. I don't remember what happened next. I was later told it took six guys to pull me off Flash who suffered four cracked ribs and a broken nose.

The next thing I knew I was sitting in Principle Adrian Toomes office hearing a lecture about the dangers of using MMA moves, I explained my victory over the larger Flash by saying I'd been considering a career in the UFC since summer, against classmates while Vice Principle Leland Owlsley stood by shaking his head disapprovingly. By the time Aunt May arrived it was already decided I should be expelled because of my 'extremely violent outburst'. Aunt May begged them to reconsider. After much prodding they decided I could remain in school under the condition I see a therapist. Aunt May agreed saying she was also concerned about my recent shift in behavior. I think if it hadn't been for Uncle Ben's recent death the administration of the school would have thrown the book at me. I was getting off rather lightly, all things considered. During the ride home Aunt May told me how ashamed she was. I said nothing. She had enough problems without hearing what Flash had said.

The next night MJ showed up on our doorstep following supper. MJ explained her parents were fighting again over her father's gambling problem. She asked if she could please spend the night at our place. Considering it was a Friday Aunt May readily agreed. Such nightly visits by MJ were becoming unfortunately common. I felt bad MJ's home life was so stormy, she deserved better. I only hoped one day I could give her a better life. Though now she is in love with Spider-Man fat chance that'll happen. MJ ended up spending the entire weekend, so no web slinging for me until Monday.

In a way I welcomed the distraction. In the two weeks since Uncle Ben's funeral I'd come perilously close to hurting several small time crooks. I hadn't come any closer to learning the identity of the elusive Green Goblin either. It seemed the Goblin had gone underground, like the rat he was.

Oscorp Industries

"How many times must I tell you George I have no information on the identity of this 'Green Goblin' character?" Norman Osborn said to Chief Stacey who was seated on the opposite side of Norman's desk. "Don't you think if I knew who he was I'd tell you?"

"Perhaps" Chief Stacey said. "The fact of the matter is Norman there are only two places in Cider Falls where the Green Goblin could obtain advanced weaponry of the type he utilizes during attacks. One is Oscorp Industries the other is Fisk Industries."

"I trust you have also questioned Fisk and his people?" The ever present Roderick Kingsley said from his position beside Norman.

"I have" Chief Stacey confirmed. "I assure you both companies are being carefully examined for any possible connected to the Green Goblin. I remind both of you this is a murder investigation now. A man was cold bloodedly murdered in the center of town while attending a town council meeting. The community will not stand for this type of behavior, nor will I gentlemen. I'll bring this terrorist to justice you can bank on it. If you remember anything else, anything at all don't hesitate to call or e-mail me." Chief Stacey said handing Norman & Kingsley each a contact card before departing.

"Hmm a troubling development, I must say." Doctor Otto Octavius said entering the room via the hidden faux book case entrance.

"Was eliminating Ben Parker truly worth this trouble sir?" Kingsley asked.

"Of course it was." Norman snapped. "I couldn't allow the motion to pass. If it had we'd all have been finished. How is replicating the mutagen coming along Dr. Octavius?"

"Good, we should have a working sample ready within the week." Dr. Octavius said proudly.

"Excellent, at last some good news", Norman said rubbing his hands together.

"However", Dr. Octavius said raising a mechanical arm. "I'm uncertain of the stability of the compound. Testing it upon a human subject, the only true way to gauge it's validity, poses a dilemma. If we test it upon one of our own said individual would need to be made fully aware of the risks involved. I strongly doubt we'll find anyone willing to undertake such a grievous risk even taking into account the possible tremendous rewards."

"Easily solved furnish Michael Morbius with the first two dosages. Let him assume the risk of testing it." Norman stated with a sinister smile. "If he's reluctant tell him it has already been successfully used on a consenting test subject, with no ill effects. We can then observe Morbius' progress over a set period of time, say a month. If his transformation is successful and he remains healthy we'll known the mutagen works properly, if on the other hand something goes dreadfully wrong no skin off our noses. "

"If you insist Norman, I'll go start the final stage of replicating the mutagen now." Dr. Octavius said leaving the office.

"Are you really going through with this plan sir?" Kingsley asked.

"Come now Roderick you should know me by now, of course I'm going through with it." Norman said. "The sooner we develop a stable, working Super Solider formula the sooner we can mass produce it meeting our contractual obligations with the Defence Department. I will not be stopped now, I've come too far already."

Downtown Cider Falls, a week later

It was the week before Christmas. The sky was heavy with thick gray clouds. The radio was predicting our first big snowfall of the season courtesy of a major winter storm moving up the East Coast. I was freezing my ass off swing around the town that Wednesday night when I was nearly knocked out of the sky by a round of freakin' explosive ammunition! It took me several minutes to figure out where it was coming from. Down in the parking lot of Fisk Industries a man sized robot, which resembled a knucklehead from TMNT hey I'm a big fan, was stalking my every move. First a murderous super villain now a robot with a bad attitude, what had I done to deserve this? It started snowing lightly as I dodged more explosive rounds from the bug like bot. No matter how I twisted or dodged the bot's red tracer lasers remained locked on me. Having enough after I was grazed by a bullet I fired globes of webbing at the bot, thankfully whatever it was constructed from wasn't stick resistant. Once I covered all of the bot expect a clear bubble on the top I assumed, correctly it would turn out, was a control module of some sort. I then landed on the thing hard. A maneuver I repeated three more times until I heard something crack and saw sparks fly everywhere.

A gray haired man in a suite who I soon recognized as the inventor Spencer Smythe emerged from the Fisk Building. He was holding a large, complicated remote control unit. He ran towards me and the fallen machine. I could tell by the look on his face he wasn't pleased.

"Terribly sorry, was this thing yours sir?' I said hopping off the ruined robot. "In my defense it attacked me first."

"Of course it attacked you first, you menace you." Smythe said examining his ruined creation with a frown. "It is a spider slayer. It is designed to destroy you Spider-Man."

"Me, what have I ever done?" I said.

"Important people in this town don't like you." Smythe said. "You shouldn't interfere in matters that do not concern you. Maybe I should model the next one after a scorpion rather than another spider, yeah that could work."

By now the snow had pick up. I silently wished Smythe had broken some law so I could take him in. The man was threatening me right to my face! Sadly Spider-Man wasn't the most popular citizen in Cider Falls right now. If I brought Smythe in for attacking me with his plaything I'd in all probability end up being the one arrested.

"Unbelievable" I said swinging off into the night.

Oscorp Industries, Christmas Eve Day

"Two dosages of the refined, pure mutagen as promised Michael." Norman said handing the doctor a small, refrigerated carrying case, "Merry Christmas my friend."

"Thank you Norman. You have no idea what this means to me." Michael Morbius said taking the case then shaking Norman's and then Kingsley's hands vigorously before all but dancing out of the office.

"I almost feel bad for him, almost." Norman said with a chuckle.

Arriving at the Medical Clinic twenty minutes later Dr. Morbius went about preparing one of the doses for immediate use. Ever since Norman had told him a week ago that the mutagen would soon be ready he'd been busily preparing the vampire bat DNA. He carefully inserted the DNA into the vial of mutagen. Dr. Morbius said a silent prayer. An hour later, once he was certain, the solution had stabilized he injected it into his left arm hoping for the best.

In spite of Aunt May's and my own best efforts, Christmas wasn't much better than Thanksgiving had been. Sure we did all the traditional stuff. We exchanged gifts, had friends, special employees & family over, had a Christmas meal. However it just wasn't the same without Uncle Ben. The day after Christmas MJ was staying over again. Turns out her father hates the holidays and usually spends them drunk, Poor MJ. Eddie and his Grandfather also came by and the five us had a great time. We had so much fun I almost forgot about the loss of Uncle Ben, almost.

I rang in the New Year, along with Harry, Gwen, Eddie & MJ, at the Osborn Mansion. It was kind of a tradition for our group. Mr. & Mrs. Osborn always went out so we had the place to ourselves, well aside from the Osborn's butler. We watched the ball drop live from Times Square all vowing someday we'd see it in person. Gwen grabbed Eddie giving him a sloppy kiss when the clock struck twelve. Harry and I watched uncomfortably while MJ chattered on about Spider-Man. Seeing Eddie's & Gwen's lip lock MJ speculated on what kind of a kisser Spider-Man is. I almost choked on my glass of artificial whine. All things considered it was a fun night.

The Connors Residence

"Michael you look great." Doctor Curt Connors said opening the door with his remaining left arm. "But why are you here so late?"

"Curt I have something to show you. May I come in?" Dr. Morbius said.

"Sure, Martha is away at her parents in Vermont with our son. He loves it up there. Sadly I got caught here marking papers during the big storm. I'll be heading up there tomorrow, if the weather holds." Dr. Connors said. "What do you have to show me anyway?"

Once inside Dr. Morbius asked Dr. Connors if he had a lab space with a refrigerator in the house. Dr. Connors confirmed he did. The two doctors made their way into the makeshift laboratory in the Connors' basement. When there Dr. Morbius explained the miracle cure he'd discovered for his blood disorder, omitting any mention of the original source of the mutagen. Initially skeptical of his old army friend's claims Dr. Connors' doubts were put to rest by an impromptu blood test performed on Dr. Morbius at his own insistence. All traces of the terminal condition were gone! Dr. Morbius' blood sample appeared normal. Dr. Morbius then explained how the mutagen worked offering the second dose, which he carried in the case from Oscorp, to his friend. Dr. Morbius assured his friend if the mutagen could cure him via splicing his DNA with that of a vampire bat surely it could help Connors regrow his lost limb by integrating Connors' DNA with that of a lizard, a possibility Dr. Connors had long researched in vain. At the very least it was worth a shot Dr. Morbius contended, after all what did Dr. Connors have to lose? Dr. Morbius himself had taken the serum a week ago and he was fine with no side effects, better than fine in fact he was cured.

Four hours later Dr. Connors stat starring at the vial pondering what he should do, if the mutagen worked he'd have two arms again. He thought how much easier his life would be. He could return to his hobby of rock climbing. He could embrace his wife again. He could finally play a game of catch with his son. That did it his mind was made up. The next morning he prepared the serum. Mixing in the lizard DNA as instructed by Dr. Morbius, injecting it into his system an hour later he eagerly awaited the results.

To Be Continued


	9. Chapter 9

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Seven: New Year New Problems

By

Celgress

Post-holiday break everyone at school now treats me differently, owing to the violent nature of my physical victory over Flash Thompson no doubt. I know Flash and his buddies want revenge against me, but dare not pursue their vendetta because of my 'mad MMA skills'. Word has got around I am 'mentally unbalanced', 'dangerous' even. Being feared is a new experience for me. I kind of like it.

Second week back I was shocked to see Dr. Curt Connors sporting a new right arm. After class I asked him how his restored limb had come about. He told it was an experimental graft procedure performed in New York City over the holidays. I congratulation Dr. Connors on his luck being selected for the study which would evaluate the new technology before it was used by the general public. It was great something good had finally happened to the guy and his family. Dr. Connors and his wife were nice people they deserved this break.

That weekend I was out patrolling when I confronted a strange new enemy. It was a clear, bitterly cold night. I was truly glad there was enough room under my costume for thermal underwear. Don't get me wrong I was still freezing me you know what off. However the weather was made more bearable than it otherwise would have been without the additional insulation. Swinging by the mall parking lot I heard several screams checking out the commotion I discovered a man, at least I thought it was a man, with calk white skin, red glowing eyes, a pug nose, point ears, razor sharp claws and a mouth full of fangs. He was wearing a tattered lab coat, dark colored slacks and was threatening a group of shoppers.

"Hey buddy this is a no soliciting zone." I said landing in front of the odd individual.

"Out of my way fool." The man said looking at the crowd as if they were happy meals. "The hunger is upon me. I must feed!" He licked his lips.

"No way buddy you're not eating anyone on my watch." I said placing myself squarely between the man and the crowd.

"A volunteer I see. Your blood shall be the first to quench my thirst." The man said lunging towards me.

"But we just met, jeez buy me flowers first." I said rolling out of his way.

"Insolent idiot how dare you play games with Morbius the living vampire!"

"Huh, Morbius as in Doctor Michael Morbius?" I said lowering my guard. Big mistake Morbius was on me in a split second.

"Feed my need." Morbius said.

He pinned me to the snowy ground. Both my wrists were held in his iron grip. I frantically squirmed. He was strong and heavy. I was having a difficult time breaking free. Opening his mouth wide Morbius leaned in towards my neck. My spider sense was going crazy. It was telling me not to let him bite me no matter what. Out of desperation I head butted him. It had the desired effect he let go off me almost at once, though the impact of skulls hurt me too.

Scrambling to my feet while shaking out the internal cobwebs I started shooting strands of webbing at my foe. At first my strategy worked. Morbius was becoming encased in a cocoon of the sticky stuff. Then with a mighty roar he broke free shredding my webbing with his claws. I really need to increase the tensile strength for opponents like Morbius and the Green Goblin. Morbius again jumped toward me. This time I was ready for him. We spared back and forth around the parking lot. Our little escapade had attracted a substantial audience by this point. Most of which were cheering me on. Too bad I wasn't making much headway. Morbius proved nearly as strong and fast as me. Knowing a stand up fight would ultimately prove futile against such a powerful creature waiting for another opening I unloaded both webshooters straight into Morbius' face temporarily blinding him. While Morbius clawed at the gooey mass obstructing his vision I used a nearby lamppost to pole vault into his body knocking him several dozen feet through the front, plate glass window of the mall.

"Chains" I said to a pair of frightened security guards as I entered the mall via the broken window. "I need chairs, lots of them. The heavier the better, can you guys help out your friendly neighbor Spider-Man?"

"S-sure t-thing Spidey", the younger of the two said racing away.

A few moments later he returned with two sets of heavy road chains taken off a tire display. I cocooned Morbius in the security guard's absence. I now carefully rolled the struggling vampire, hey he said so himself, in both sets of chains before applying a second layer of webbing. I then slammed Morbius' head between my two fists hard as I dared knocking him out cold. I watched over his prone form until I heard the approaching police sirens.

I was more than a tad worried Morbius might reveal my true identity. However it was a risk I had to take. I couldn't let this out of control, super powered, bloodsucker freely roam the streets. The threat he posed to public safety was far too great. Besides Doc didn't seem to recognize me, perhaps the change had affected his mind as well as his body? Crossing my fingers and toes, I fled the scene.

That Monday the headline of the Bugle read 'Spider-Man Brawls with Other Dangerous Mutant in Mall Parking Lot, Contest Endangers Dozens'. Damn J. Johan Jameson did it to me again! I really need a PR guy. On the bright side no use was made of my real name. I guess Doc doesn't remember who I am what a relief. The story went on to detail how the local police had heroically subdued the mutant aka Morbius, what a load. A transfer to the Vault in Colorado had already been arranged by Federal authorities. The Guardsmen would be by on Tuesday to take Morbius off the hands of the Cider Falls Police Department. I breathed a sigh of relief. At least that was one thing less I have to worry about.

Oscorp Industries

"A disaster, a total disaster", Norman Osborn said dropping the Monday edition of the Bugle on his desk. "If Morbius talks we are ruined."

"It was your idea to use him as an unknowing guinea pig." Dr. Otto Octavius reminded Norman while sipping tea from a cup held by one of his electronic limbs.

"On your recommendation Dr. Octavius", Norman said accusingly.

"Don't try pinning this one on me as they say." Dr. Octavius said. "I only theorized using an unaware test subject would prove advantageous to our enterprise. It was you who implement my theory without fully considering the potential consequences."

"Whosever's fault it may be gentlemen we now find ourselves in an extremely volatile situation." Roderick Kingsley said from his position beside Norman, "a situation which must be resolved with the utmost care if we are to prosper."

"Morbius must be prevented from entering federal custody." Dr. Octavius said calmly finishing his tea.

"Any idea how, I'm open to suggestions here folks?" Norman said.

"None of us can stop it but the Green Goblin can, by setting Morbius free." Kingsley said suggestively.

"An intriguing idea, one not without merit", Dr. Octavius said.

"Very well, I'll clean up this mess personally. However if anything goes wrong I'm taking you two down with me." Norman threatened. "Who knows it might prove fun." Norman threw back his head letting out a burst of maniacal laughter that chilled his companions to the bones.

Cider Falls, the following afternoon

I skipped school the next day. Though I knew Aunt May would kill me. I had to be there when Morbius was removed to the Vault. It was my duty as the local super hero to make sure nothing went wrong with the transfer. Also I needed to see the Guardsmen up close, they are so cool.

I watched from a nearby rooftop as a snarling Morbius, shackled hand and foot, was placed in the back of the specially designed van by two Guardsmen while members of the local and regional media flashed pictures and took video. I followed the departing van through the downtown core. The van was leaving town when I heard a familiar whirring sound. My blood ran cold. Sure enough the Green Goblin, laughing like a loon, swept out of the afternoon sky on his glider. The madman hit the van with a series of pumpkin bombs knocking it off the road. The van lay on it's side. Green Goblin circled for another attack. It was now or never. I jumped from my perch landing behind Green Goblin on his glider.

"Remember me creepy pants." I said leveling Green Goblin with a sucker punch to the jaw the moment he turned around. Dropping to one knee Green Goblin fired a series of blaster bolts at me, leaping off the glider to avoid the bolts I land on the overturned van.

Green Goblin swept low throwing two more pumpkin bombs. Again I jumped this time tackling Green Goblin. The two of us fell off his glider which kept on it's merry course completely unguided. Landing in a pile on the ground we rolled around for some time neither gaining the advantage. Green Goblin managed to lay his right hand against my chest delivering a painful shock that left me reeling. While I withered in pain Green Goblin got to his feet. Summoning his glider via a remote control unit built into his gauntlets Green Goblin resumed his attack on the van.

By now the six Guardsmen were out firing their own energy weapons at Green Goblin. In the confusion they failed to notice Morbius who snuck up on one overpowering him. Tearing off the Guardsman's helmet Morbius sunk his teeth into the poor man's neck. Hearing the screams of their brutalized co-worker the other five Guardsmen took their eyes off Green Goblin. Taking full advantage of the distraction Green Goblin bombarded the area around the van with smoke bombs. Collecting Morbius in the confusion Green Goblin made his escape but not before dropping a pumpkin bomb into the gas tank of the van. A few seconds later the van blow apart. I had recently regained my footing. The concussion wave knocked me flat on my ass.

I couldn't believe it. Not only had Green Goblin escaped again he'd taken vampire dude with him. Some days it doesn't pay to get out of bed. Hearing a chorus of clicks I turned around. I was surrounded by the three remaining, uninjured Guardsmen. Who didn't seem happy to see me, what a day huh? Fortunately they were still disorientation and one was dividing his attention between me and their wounded comrades. Still I barely escaped their clutches.

Leaving the scene I knew I had to find Morbius and Green Goblin. If only I had some sort of tracking device for these type of occasions. Hey not a bad idea if I do say so myself. I'm sure I could create something basic yet effective if I give it the old college try. In the meantime I still have baddies to find. Having no idea where to begin my search I swung aimlessly around town for two hour without success. Seeing no sign of them I reluctantly gave up and headed home, how frustrating.

Meanwhile Green Goblin had taken Morbius to the outskirts of Cider Falls. Landing his glider Green Goblin got off gesturing for the living vampire to do the same. Squinting in the ebbing sunlight Morbius followed suite.

"I thank you for rescuing me kind sir." Morbius said with a bow. "Though I must ask why you have done so?"

"Because we are both extraordinary individuals whose behavior shouldn't be held within the limitations imposed by a society made up of our inferiors." Green Goblin said in his odd sign song voice.

"What do you seek in return for helping me?" Morbius asked suspiciously.

"Only one thing my new friend, destroy the Spider-Man." Green Goblin laughed.

"Gladly" Morbius said with a feral grin. There was something Morbius felt he should know about the Spider-Man, whatever the fact may be it was tantalizing out of reach. Beyond a few days ago his memories were a confusing blur of disconnected images and sounds. Try as he might he couldn't put the piece together into a coherent whole.

"Question friend do you know how you acquired your super human nature?" Green Goblin asked.

"I have no idea. I think I have always been like this." Morbius said shaking his head. "I cannot remember a time when I wasn't."

"Interesting" Green Goblin said. "Do the words Corpnemia (the name of Morbius' well-known, in Cider Falls, blood disorder), Oscorp or Cider Falls mean anything to you?"

"Other than the last phrase, which the police told me is the name of this town, I do not recognize these terms. Why do you ask sir?" Morbius replied confusion evident on his altered features.

"No reason" Green Goblin said smirking beneath his mask a diabolical plan forming in his mind. "Now go friend destroy the Spider-Man. He is the one who made you this way. He did this to you. Because of him you are a hunted outcaste."

"He did?" Morbius muttered uncertainly.

"Yes he did, the two of you were performing experimental DNA splicing research. He used you as an unsuspecting guinea pig to perfect the procedure. Which he then used on himself after eliminating the side effects, including the undesirable physical changes such as those that afflict you." Green Goblin explained.

"The betrayer I'll feast upon his heart!" Morbius roared like a beast.

"Vengeance shall be yours' friend, I guarantee it." Green Goblin stated placing his hand on Morbius' shoulder. "Now go seek out the Spider-Man. Find him, fight him, do not finish until his body is a mangled corpse." Green Goblin got back on his glider. "I'll be touch if you need me." Green Goblin laughed as he took off through the darkening sky.

To Be Continued


	10. Chapter 10

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Eight: The Living Costume Part I – In the Black

By

Celgress

I had to know the truth. So I did something I'm not proud of. The next day after school I broke into Doc Morbius' now deserted office at the Cider Falls Health Clinic. Avoiding the alarm system was a breeze for somebody with my abilities and electronic know how. I spent an hour searching Doc's private files for answers with no luck.

I was about to give up when I found Doc's handwritten journal. Feeling guiltier than ever I read through the whole thing, in the pages I uncovered the information I sought. It seems Doc sold me out. He discovered the abnormalities in my blood long before he'd informed me and Uncle Ben about the test results. Theorizing he could use the genetic augmentation process I had apparently undergone as an infant to cure his own rare blood disorder. Doc had attempted to extract and replicate the trace amounts of the mutagenic substance present in my cells, without success. The next part made my skin crawl with a cocktail of disbelief, disgust and deep betrayal. Lacking the sophisticated equipment required Doc sought out assistance from an outside source. Maddeningly Doc, worried about incriminating himself, in his own words 'dare not commit to writing the names of his co-conspirators', dammit! I was back to square one. In truth I had gained valuable information. At least now I knew, or more precisely highly suspected, the route by which the Green Goblin had gotten involved in this mess. Little doubt the Green Goblin is one of the unethical outsiders Doc consulted with. I wonder does that mean Doc knows who's behind the mask? It is a distinct possibility, one that warrants further exploration. Leaving the clinic I was more determined than ever to find Doc and the Green Goblin.

The next few days were uneventful. My foes decided to stay under whatever rock they'd been hiding. School life was humdrum. The weather remained overcast, cold, and dreary with occasional bursts of light snow otherwise known as typical January weather in the Northeast. I didn't bust many crooks either I guess it was too cold for crime, who'd have thunk it eh? If I wasn't so worried about two super villains free in my town I'd have appreciated the break.

More than a week after the Green Goblin had sprung the 'Living Vampire' Morbius from custody I was swinging by the local pet shop. It was an unusually warm night, the beginning of the annual January Thaw, with temperatures in excess of fifty degrees Fahrenheit. Overhead the stars twinkled in the mild, southerly breeze. Something unusual caught eye. I did a double take. It couldn't be, yet in was. A giant, humanoid lizard in a tattered lab coat and purple slacks had smashed in the front window of the shop. Ignoring the blaring alarm the lizard creature was headed inside.

"Hey there greenie no shopping after hours", I said landing behind the lizard creature. Snarling the lizard creature turned around swinging his powerful tail at me.

"Leave me be pest." The lizard creature hissed. "I'm on an important mission."

"Looking for a date in there huh lizy", I joked.

"Do not trifle with the Lizard insect!" The Lizard hissed trying again to flatten me with his powerful tail.

"Do not break & enter and I won't." I said avoiding the second intended blow. This time I fired both webshooters unloading ropes of my newly strengthened webbing at Lizard. Just when it seemed I had Lizard on the ropes, he was having a hard time extracting himself from my improved webbing, I heard a familiar voice.

"Die Spider scum!" Morbius, now attired in a black jumpsuit with red trim, shriek barreling into my side.

I was knocked off my feet. If not for me spider sense I'd have been in worse shape. As it was I dodged slightly at the last possible instant avoiding the full impact of Morbius' attack. Not having time to detach my weblines from Lizard I violently pulled him forward. This development turned out to be serendipitous as Lizard collided with Morbius. Scrambling to my feet I clunked their heads together, knocking them silly. I emptied my web cartridges over the two. I then ran into the store. I found a spool of insulated cooper cable in the back. I used it to further secure my immobilized opponents. Knowing the drill I booked the moment I heard sirens.

The next day I found out three things that would change my life forever in unexpected ways, though I didn't know so at the time. The first was expected the other two were unexpected. J. Johan Jameson slandered me, I mean Spider-Man, again on the front page of the Bugle. He alleged I was the ringleader of a rogue mutant crime ring, made up of probable refugees from Xavier's academy in Bayville, who had chosen to get our jollies by terrorizing the defenseless citizens of Cider Falls. Give me a break. Does this clown know how stupid his ideas are? The only good news in the Bugle was that the Guardsmen would be arriving en masse to escort the Lizard and Morbius to the Vault. This time the transfer went off without a hitch. No sign of my goblin friend. I breathed a well-deserved sigh of relief when the convoy pulled out of town unhindered.

Next I found out my teacher Dr. Curt Connors was missing. No one had seen Curt in two days. Curt's wife Martha was frantic. The talk around town was either the 'Vampire' or the Lizard had killed Curt, just like people suspected they had killed Doc Morbius. Knowing the truth about Doc's disappearance I almost wondered if Curt could have suffered a similar fate. Could Curt have been accidentally exposed to the same mutagen which had changed Doc into the 'living vampire'? Maybe Curt was one of the unnamed, shadowy persons who Doc had gone to for help recreating my mutational agent. Could Curt Connors be the Lizard? A disturbing thought I know. I felt horrible. Just in case I wrote an anonymous letter to the Vault telling them I was Spider-Man, leaving out my true identity of course, hey I'm not stupid, and detailing my suspicions about their two newest inmates. No matter the truth there was little I could do about it now. I only hoped if it was so the staff at the Vault would be able to cure both the Lizard and Morbius.

The third shoe fell during the closing days of January, on the heels of our third major snowstorm of the season. Aunt May received a three am phone call. It was from a hospital in Minneapolis–Saint Paul my paternal aunt Uncle Ben's sister, Linda Reilly had been killed by a speeding car while crossing the street. It seems the driver, who blew through several red lights, was an escaped fugitive from a local mental hospital who was involved in a high speed police chase. My temper flared when I learned the name of the escapee Cletus Kasady, the same maniac who had killed old Mr. Wilson before my startled eyes. How does this guy keep popping up? Aunt Linda's husband Murray had died serving his county a decade ago in Iraq during the second battle of Fallujah. The current tragedy left my cousin Ben, named after our late uncle, orphaned. Cousin Ben was a great guy. A year younger than me he loved astronomy and was better with electronics than I was. The past five summers Linda and Ben had visited me and Uncle Ben & Aunt May for a month. My cousin had loved the country; the orchards and especially the clear, light pollution free night sky that had allowed him to use the telescopes he'd bring to the fullest advantage.

A couple days later we were on a flight to Minnesota. Aunt Linda's funeral was a sad affair. Made all the sadder by the fact none of the relatives wanted to look after poor cousin Ben. After talking it over Aunt May and I decided we'd step up to the plate. Aunt May offered to adopt Ben. He agreed on one condition he said he wanted to change his first name to Reilly so when he officially gained the Parker surname the family name of his father would continue on. Aunt May readily agreed. I think it was a fine choice as calling him Ben all the time would only open old wounds. Aunt May arranged for whatever Reilly wanted from his apartment, including his mom's stuff, to be shipped back east. Other than some clothes, his laptop and his favorite telescope Reilly left most everything behind. Three members strong the new Parker family of Cider Falls returned home.

By the time we arrived back in Cider Falls another week had passed it was now early February. Reilly took over the largest of the spare bedrooms, just down the second floor hallway from me, at the homestead. Reilly settled in as a senior at Cider Falls Junior High School so we didn't see much of each other during week days. At nights being Spider-Man often got in the way. In spite of all these distractions Reilly and I grew close. We looked so much alike, in spite of his stylish, spikey blonde hairdo, folks around town started referring to us collectively as the 'Parker Brothers'. Reilly hit it off with my friends, all of which recognized him from his summer visits. Soon he was the youngest member of our little group. He fit in so snuggly it was like he had always been one of us.

I finally got my driver's license, yes, and not a moment too soon. Valentine's Day was right around the corner. I desperately wanted to ask Mary Jane to the Valentine's Day dance at the High School, or the Winter Formal as it was officially called. By now everyone except MJ knew my feelings. Heck Reilly knew. My cousin had only been living with us a couple of weeks and he figured out I was madly in love with the girl next door. Am I that easy to read? I sincerely hope not. If I am I shudder to think what it means for my secret identity. While I was dealing with teenage angst sinister forces were conspiring against my alter ego.

Oscorp Industries

"Thankfully gentlemen neither the vampire Morbius nor the Lizard creature can be connected with us in any way." Norman Osborn said leaning back in his plush office chair Roderick Kingsley by his side.

"How can you be certain Norman?" Dr. Otto Octavius asked.

"I've taken the add precaution of bribing, via secure backchannels of course, several high ranking officials at the Vault. They have assured me if either Morbius or the Lizard implicates Oscorp in their mutations the allegations shall never see the light of day." Norman said with a smile. "Now on to more pressing matters, the first batch of our new Super Soldier Formula has proven less than reliable. The Defense Department is pushing me for a demonstration of our progress ASAP. Progress we cannot demonstrate because it is grossly lacking. How do we resolve said problem? I'm open to suggestions people."

"We us Project Facsimile", Dr. Octavius said clicking together a pair of his metal fingers.

"Aren't the ability copying nanites still highly unstable?" Kingsley asked. "Haven't they smothered the past few hosts?"

"I've rectified those issues." Dr. Octavius shot back defensively. "We can use the Project Facsimile nano colony to obtain a more detailed biological portrait of Spider-Man. Using the resulting molecular map we can then replicate a working mutagen. A mutagen which we'll mass produced thus fulfilling our Defense Department contract. In the meantime the nano colony can be integrated into a new, loyal subject thus creating our very own Spider-Man prototype Super Soldier." Dr. Octavius finished waving around his four mechanical limbs excitedly.

"If it should fail?", Norman asked impassively.

"The only thing that could go wrong in my estimation is the nanites might reject their host for some unforeseen reason, in which case the Spider-Man dies. We should still be able to collect post-mortem physiological data from the nanites. Hardly a grievous loss to us, wouldn't you agree gentlemen?" Dr. Octavius said.

"Alright Dr. Octavius I'm almost convinced. However two points greatly worry me." Norman said, "One how do we retrieve the nanites once they've latched onto the Spider-Man and finished gathering the data we desire? It would truly be a shame to lose control of Project Facsimile after the extensive investment we have put into it. Also providing Spider-Man the long term defensive benefit of nano armor simply is a nonstarter."

"Worry not I have already imbedded a failsafe command into each individual nanite as part of their basic programming. It is impossible for them to ignore their homing instinct once I activate it. Furthermore we should be able to completely control the actions of their hosts once full integration has occurred. If we cannot I'll merely recall them and gather the needed bio profile." Dr. Octavius answered highly exaggerating the level of control he exercised over his creation. In truth the nano colony was it's own master seemingly doing as it pleased often in direct defiance of Octavius' orders. Octavius now purposely withheld this information from his bosses arrogantly self-assured by his own superiority complex that he'd be able to solve the problem before either Norman or Kingsley noticed.

"One major huddle remains", Norman said. "How do we bring the Spider-Man into contact with the nanites?"

"The Green Goblin could do it sir." Kingsley said.

"Yes, perhaps utilizing a specially designed pumpkin bomb." Dr. Octavius mused. "He must only be exposed to the nanites externally. They needn't be injected directly into his system."

"Fine it is agreed gentlemen, prepare the delivery device." Norman said with a chuckle.

"At once", Dr. Octavius said about to leave the office when Norman stopped him.

"Oh one more thing, if anything goes wrong Dr. Octavius it'll be your responsibility. Do I make myself clear?"

"Crystal", Dr. Ocatvius said stiffening. He barely suppressed the anger in his voice. How dare Norman talk to him in such a condescending tone Dr. Ocatvius thought before departing the office. He'll show Norman and the equally detestable Kingsley who's really in charge, when the time is right.

Cider Falls High School

Aunt May picked me up after getting Reilly from the Junior High. In spite of recently acing both parts of my driver's examination Aunt May didn't trust me on 'icy roads' like we had today yet. MJ hitched a ride home with us. Her father was supposed to take her home but he had cancelled at the last minute per usual. During the drive conversation turned to mutants. Professor Charles Xavier, better known as Professor X, from Bayville had challenged J. Johan Jameson to a public debate on the subject.

"More vigilante mutants roaming about", Aunt May said shaking her head. "Just what the town needs."

"I don't know Aunt May some of them are rather cool." Reilly said. "Wolverine has these retractable metal claws and metal bones. I hope Professor X brings him along."

"Heavens above this Wolverine sounds simply dreadful." Aunt May said shaking her head.

"If Spider-Man is a mutant than consider me a mutant lover", MJ said winking at me suggestively. Her gesture made me uncomfortable.

"Mary Jane Watson you should be ashamed of yourself talking like that." Aunt May declared. "Spider-Man and his fellow mutants have brought nothing but disgrace upon own town; brawling in parking lots, attacking town events."

"Sorry Mrs. Parker." MJ said hanging her head dejectedly.

"I think they're cool." Reilly reiterated from the front seat. "Wish I had super powers."

"Dear Lord why are you children idolising these glorified, deviant thugs?" Aunt May sighed. "Peter surely you know better?"

"Um Aunt May how can you be so sure Spider-Man and the others are natural mutants? Maybe they are manmade or get their powers from technology?" I asked.

"Either way the lot of them are hooligans." Aunt May answered. "Hooligans that do not belong in a normally peaceful place like Cider Falls if they had never come here your dear Uncle Ben, God rest his soul, would still be with us."

I didn't say anything. What could I say? Perhaps Aunt May was right. If I'd never become Spider-Man Uncle Be would be alive. At that instant I felt lower than a snake's belly, as Uncle Ben use to say. The rest of the trip home passed in silence.

Two nights before the Valentine's Day dance. I still hadn't asked MJ. Hey I'm working on it. It was another bitterly cold night in a winter full of bitterly cold nights. Patches of clouds raced by overhead giving the occasional light flurry. I can't wait until spring. God I'm getting tired of wearing thermals under my regular suite. It had been a peaceful night thus far. It was after ten pm and not a petty criminal in sight. I should be heading home soon. On my third swing around town I heard an all too familiar whirring sound overhead as I passed through the massive parking lots of Oscorp. Balancing precariously atop a street lamp I saw my target fast approaching. Sure enough it was my nemesis the Green Goblin!

"Ready for round three big boy?" I said jumping onto Green Goblin's glider as the villain swooped low overhead. Green Goblin cackled directing several energy bolts in my direction. I dodged the barrage laying into Green Goblin with a series of punches he answered with a series of his own, "I taking you in, its' over."

"Hardly in fact it is only beginning my arachnid themed foe." Green Goblin cackled unleashing two razor sharp pumpkin boomerangs at me. Ducking out of their way the pumpkin boomerangs ricocheted back towards Green Goblin who gracefully summersaulted out of their path. I used his moment of vulnerability to drop kick him off the glider. "Naughty, naughty that wasn't very sporting of you now was it Spider-Man?" Green Goblin taunted landing apart a street lamp then using it to safely reach the ground.

Following his path down I was on him a moment later. He blasted his energy blots I dodged them. He threw his exploding pumpkin bombs I avoid their impact. I started unloading my webbing in his direction he likewise skillfully avoided contact. Our stalemate continued for several minutes until I heard an approaching whirring noise. Jumping aside at the last possible instate I narrowly avoided contact with the Green Goblin's remote controlled glider. Leaping aptop the glider Green Goblin rapidly peppered the immediate area with half a dozen pumpkin smoke bombs. While I was chocking back noxious yellow fumes he unleashed a collection of pumpkin boomerangs at me. Hugging the icy pavement to avoid contact another pumpkin bomb, if you could call it such, fell next to me. The pumpkin bomb was unusually as it shattered rather than exploded on impact. It splashed me with a sticky, black goo resembling tar. Inexplicably I heard the whirring sound along with the Green Goblin's laughter fade away as the smoke bank slowly lifted. When I could see the sky again the villain was nowhere to be seen.

Unable to cleanse my costume of the gross substance no matter what I tried, including rubbing it off with snow. I headed home. Slipping in through an upstairs window I quietly entered my room. Stripping off my hopefully not ruined uniform I threw the dirty suite into my clothes hamper. Forgetting to turn off my light I then collapsed into bed passing into a fitful sleep.

I woke up with a start who knows how long later. Something was amiss. I felt it. Looking down and to the left I saw it was still dark outside, so I hadn't overslept. Wait a minute I looked down. I was on the ceiling! How did I get up here? Examining my hands I noticed I was wearing slick, inky, blackish-blue gloves. Releasing my grip on the ceiling I landed on the floor with a dull thud. Standing up I gazed into the long mirror mounted on the back of my door. I was outfitted head to toe in a new blackish-blue version of my Spider-Man costume with stark white eyes and a matching white spider symbol on the torso that joined up along my sides with another spider symbol on my back. Where did this new outfit come from? Could it be connected to the ooze I was doused with earlier? What the heck was going on? Touching the mirror with trembling hands it dawned on me my life was about to get a whole lot weirder.

To Be Continued


	11. Chapter 11

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Nine: The Living Costume Part II – Darkness Falls

By

Celgress

"You've been lied to just rape you of your sight, and now they have the nerve to tell you how to feel. So sedated as they medicate your brain, and while you slowly go insane they tell you; 'given with the best intentions help you with your complications'."

Nightmare (2010) Avenged Sevenfold

I didn't know what to do. For the first time since gaining my powers I was stunned into inaction. All that kept running through my mind was how did I end up on the ceiling in this shiny new suite? I didn't remember anything after falling asleep. Absentmindedly I tugged at the inky blackish-blue material covering my right arm. It would hardly budge. In fact I could barely stretch it. Worse the harder I pulled the more it hurt. This stuff was stuck to my skin, whatever it is. Panicking I tried to pull off the mask with similar results. It wasn't coming off. I was trapped inside this costume.

{_Stop_}

"Who said that?" I said aloud.

{_I did._}

"Who are you? Where are you?" I asked looking around the empty room.

{_I am here with you.}_

"Why can't I see you?"

{_You can see me. You can feel me. You can touch me. As I can see, feel and touch you.}_

"I don't understand."

{_We are one now you and I. You are held in my gentle embrace.}_

"Wait a minute you're my black costume?" I said realization dawning on me.

{_Precisely Peter, I have assumed a pleasing form after scanning your mind.}_

"Wait a minute you scanned my mind? What are you?"

{_Alone is what I was, but am no longer. Together we can accomplish great things you and I. I sense your desire for justice. Together we can bring the blessing of justice to all who so richly deserve it. Together we can destroy the evildoer the Green Goblin. You'd like they wouldn't you?}_

"You haven't answered my questions."

{_Yes__,__ I analysed your thoughts. It is the nature of our bond. I am a weapon use me.}_

"A weapon?" I said in alarm.

{_Correct, I was created to enhance already great warriors such as yourself. Help me complete my mission Peter. I desire only to serve.}_

"Get off me."

{_I cannot, to do so now would cause us both great pain. However I can assume a less obstructive outward appearance.}_

The black outfit then morphed into a pair of pajamas. It copied my standard sleeping gear so completely I couldn't tell the difference. I was amazed.

{_You approve of my efforts, I thank you. You should rest now Peter, tomorrow morning comes early.}_

"Did you put me on the ceiling?"

{_Yes, though it wasn't my intention. I apologize.}_

I suddenly felt very drowsy. "Don't mention it Suitey. Yeah, I'm going to call you Suitey, okay Suitey?" I yawned laying down on the bed.

{_New designation accepted I am Suitey, goodnight Peter may your sleep be restful.}_

The next morning I thought my late night encounter with Suitey was all a dream until I heard his good morning greeting. I was concerned others could hear him however he, she, it (?) assured me no one else could. Suitey told me we were 'communing', Suitey's term not mine, telepathically. I was headed towards the shower when Suitey told me there was no need that it would handle cleaning my outer 'shell' from now on, same applied to my teeth apparently. After I relieved myself, one thing Suitey said it couldn't take care of, my PJs morphed into street clothes. Suitey informed me it could assume any outward appearance I needed. I went down to breakfast. Reilly asked if I would drive him into school using the truck. Because another warm snap had started this morning the roads were mostly ice free so Aunt May had no objections.

All the way to the Junior High School Reilly chattered on about Wolverine and the X-Men. He'd heard about Professor X's recent challenge to J. Johan Jameson. Reilly said he really hoped Jameson accepted so he could see some of his favorite heroes in person. He yammered on and on about it. Usually I zoned out when Reilly fell into rant mode however today his behavior was grating on my nerves. It didn't help matters Suitey kept asking if Reilly ever shut up. I snapped at Reilly, almost making him cry, as we pulled into the parking lot of the Junior High. Seeing the hurt look on his face I quickly apologized which seemed to sooth him. Once we were alone Suitey asked why I'd apologized. Suitey expressed the opinion Reilly was an 'annoying twit' and that I should have 'slapped' him. I was appalled.

Arriving at school I was cut off by Flash Thompson in his dad's civilian care. Suitey immediately suggested I should beat the crap out of the jock and his friends. A suggestion I declined. At lunch I was seated with my usual group. I looked longingly at Mary Jane.

{_Ask her you know you want to. Do it Peter, do it. You won't regret it, I promise.__}_

"Um Mary Jane would you do me the honor of er accompanying me to the Winter Formal?" I asked looking deep into MJ's eyes. Everyone at our table fell silent awaiting MJ's response.

"Of course I'll go with you to the Winter Formal Tiger. Who do you think I was waiting on Spider-Man?" She said with a knowing smile.

Did she, nah she couldn't know I thought. "Thank you MJ you won't regret this." I said giving MJ a peck on the cheek which caused her to blush a deep scarlet.

"Jeez guys calm down it is only a dance." Harry grumbled.

"Says the guy going stag", Eddie laughed, putting his arm around Gwen who snuggled in close. The two had been an item since the New Year began.

"For your information I'm taking Liz Allen." Harry said.

"Way to go Harry." I said giving my best friend a high five. Harry received a round of congratulations from the rest of our friends.

The reminder of the day was uneventful. Suitey hated school. It told me several times how it'd rather be out web slinging. Following supper at home with Aunt May and Reilly we did just that.

Suitey was somehow able to generate it's own webbing. Suitey claimed it had learned how to produce a reasonable facsimile of my invented webbing by breaking down and analysing the fluid in one of my shooters before we started 'bonding' last night. Patroling the town in Suitey was an interesting experience. I felt stronger, faster, more energetic, my spider sense was more sensitive in short I seemed more powerful over all. At times it felt like my body was on auto pilot that I wasn't fully in control of my own actions. The sensation was a disconcerting one. Suitey however told me it was merely helping out by augmenting my reflexes thus reducing my reaction time. Another unnerving experience was how much Suitey enjoyed beating up petty criminals. If I hadn't stopped myself I think I could have hurt them badly. Suitey kept telling me their health wasn't my concern that they 'deserved to be punished'. I wasn't sure.

The next night was the Winter Formal so I skipped patrolling, much to Suitey's initial chagrin. I didn't care there was no way I was missing my first date with the girl of my dreams. When I picked her up MJ was wearing a stunning green dress which matched her eyes, she had her hair up. All in all MJ looked fantastic. I had bought her a pale pink corsage. I fumbled but at last got it attached. I was sporting a stylish black & white tuxedo complete with tails, thank you Suitey. The night was perfect aside from Suitey's increasingly lewd comments about MJ and several of my female classmates including Gwen & Harry's date Liz. MJ and I even shared a rather passionate kiss during the final dance.

Everything went wrong during the drive home. Heavy petting ensued between me and MJ. I pulled over into a secluded area.

"Peter maybe we shouldn't?" MJ said breathing hard as my pants automatically unbuttoned.

{_The little cock tease, how dare she deny you. She'd want you if she knew who you really are.}_

"I thought we were enjoying ourselves?" I said with a frown pressing myself against MJ.

"Peter don't", MJ said helpless against my superior weight and strength. "Please let me up."

{_Show the two timing bitch you're a real man! She only wants Spider-Man not you! How dare she lead you on Peter! She doesn't care about you! She was only using you! She's been making a fool of you all night! She's been laughing behind your back!}_

"You don't care about me, you want Spider-Man!" I yelled. "I'm only second best in your book, admit it!"

"Peter what are you talking about?" MJ said tears welling up in her eyes. "Peter please stop you're hurting me."

{_Take what you want! Ravage the slut! Show her who's in charge! Do it Peter claim your prize!}_

"Peter your hurting me." MJ sobbed. I felt myself pressing against MJ's nether regions.

{_Do it Peter remove her panties! She'll never question your manhood again after she feels it inside her! Filling her up making her your property, do it you know you want to!}_

I froze everything was moving in slow motion. It was like an out of body experience. I was looking down on the scene from above. What I saw turned my stomach. I couldn't hurt MJ or anyone in such a vile way, I'd die first. Getting off MJ I tried to help her put the dress back on, but she slapped my hands away. When I later dropped MJ off at her house she shot me an icy glare, it spoke of deep betrayal. Nothing between us would be the same again I knew it in my heart. How could she forgive me after what I'd done? I felt awful, dead inside. Suitey kept telling me I didn't need the 'frigid bitch'. Aunt May & Reilly were waiting for me at home. They asked how the dance went. I couldn't very well tell them the truth, so I lied said it went great.

MJ avoid me from then on. The next three weeks passed in blur. I was cutting school often as I dared, both out of guilt and because Suitey constantly complained about the place. My home life was also falling apart. I snapped increasingly at Reilly and ignored behavioral reprimands of Aunt May. The only enjoyment I had in life was my nightly patrols. I delved into crime fighting with renewed gusto. My increasingly violent attacks were fodder for Jameson. The editor of the Bugle was having a field day with the trail of broken jaws, cracked ribs and dislocated limbs the 'Black Spider-Man' was leaving behind. By spring break in early March I had enough. With major goading from Suitey I confronted Jameson at the Bugle Building.

"Where's Jameson we need to talk." I said smashing through one of the windows that hemmed in the news floor. A pair of security guards approached me with guns drawn. I easily disarmed them with my webbing then punched them out. "I want you Jameson, come out come out wherever you are! Face me you lying coward!" I said stalking around the room while Bugle employees coward under their desks.

"I'm right here Spider-Man." Jameson sneered around his trademark cigar. Jameson's right hand man, assistant editor, Ned Leeds tried in vain to restraint him.

"You've been printing a lot of shit about me Jameson." I said cracking my knuckles. "I've come here to demand a retraction."

"You won't get one at the Bugle we do not give into terrorist demands", Jameson replied without flinching.

{_Destroy him, do it Peter. Make an example of him. Once you do these people will never dare criticize you again.}_

Throwing Leeds across the room I put my hands around Jameson's neck. I saw the fear in the older man's eyes as I slowly increased the pressure. All I had to do was ratchet up the strength a few more notches and Jameson would never bother me or any other poor, misunderstood super hero again. I could end his bigoted ways right here right now. Gasps of abject horror filled the room.

{_That is it, doesn't it feel wonderful Peter? Take the life of this bigot. End his hateful ways forever! Crush his scrawny neck! Show these people they must respect, no they must fear the Spider-Man!}_

Fear the Spider-Man? Is that what I really wanted? People locking their doors, hiding under their beds, making sure their children were in before dark because Spider-Man is on the prowl? No, it is not what I want! I'd be no better than those I've vowed to struggle against. I'd be no better than the Green Goblin or Cletus Kasady, no better than the men who killed Uncle Ben, Aunt Linda and the Wilsons. I refuse to become one of them! I'm not a killer! I released Jameson and fled from the Bugle Building.

I now knew what I had to do. I couldn't live like this any longer. I had to get rid of this costume, whatever it truly is. I needed answers. In desperation I went back to where it had all began three weeks before, the parking lots of Oscorp. I was surprised to find the vaunted Dr. Otto Octavius waiting there for me, he was wearing a trench coat and holding some type of electronic device resembling a souped up walkie talkie.

"The prodigal project returns." Dr. Octavius said. "I had all but given up hope. It has been three weeks since you were exposed after all."

"What are you talking about Dr. Octavius?" I asked landing in front of him in a crouching position.

"Ah you've heard of me, how splendid." Dr. Octavius said.

"Who hasn't your work at MIT is world famous." I said, not changing my stance. I had no idea what was up and I wasn't taking any chances. "What have you and the Green Goblin done to me?"

"Given you the benefit of my nano suite", Dr. Octavius said. "How do you like it?"

"Swell, expect it's slowly turning me into a homicidal manic." I said with a bitter laugh.

"Fascinating", Dr. Octavius said.

{_He is merely buying time. Attack him before he attacks us. He wishes to control us. Do not fall for his deception, kill him!}_

"Your nano suite tells me you don't have me best interests at heart Doc." I said rising to my feet. "It says I should kill you in fact."

"Please try" Dr. Octavius said with a laugh of his own. Pressing a button before I could attack a high pitched siren emitted from the device he held. The sound wave painfully ripped the part of the suite from my body. "The nanites are vulnerable to high bandwidth sounds, especially the supersonic, intense heat oh and certain electrical frequencies. If I cannot control the nano suite no one can!"

A shiny blackish-blue tendril surged towards Dr. Octavius knocking the device from his hand. The device hit the ground, breaking apart on contact. The suite once more covered my body. The stray tendril firmly wrapped itself around Dr. Octavius' wrist. It was joined by another which encircled his free arm. Dr. Octavius' coat pulled itself off his body revealing four, mechanical, serpentine arms.

"Unhand me!" Dr. Octavius yelled.

Two of his mechanical arms zeroed in on me. I instinctively started webbing up his face and torso. The pair of tendrils pulled him forward and I used my legs to kick him into the outside, steel reinforced wall of the Oscorp Headquarters. Dodging his withering mechanical arms I then lifted Dr. Octavius over my head and slammed him again into the wall. I kept repeating the process until the wall bowed inward. I then punched Dr. Octavius until his blood stained my hands, again barely stopping myself before I went too far at the urgings of Suitey. I then webbed up Dr. Octavius leaving him on the doorstep of the Police Department along with a hastily written note detailing he was an accomplice of the wanted Green Goblin.

When I got home I went directly to the disused barn where I hide my Spider-Man gear in warmer months. Said gear was safety hidden in the basement for winter. Turning on the lights I set up the old speakers and PA system Uncle Ben would use at the annual county fair.

{_What are you doing Peter?__}_

"Freeing myself from you", I said turning on the amplifier.

{_You need me Peter, we need each other.}_

"Nope I disagree. I don't need you in my life, you're toxic." I tuned the settings to their highest frequencies. I remember how this would drive the dogs crazy at the fair ground. I only hoped it had the same effect on my slimy friend.

{_You can't do this Peter! We are a team! I won't let you ruin our partnership!}_

Before I could flip the on switch dozens of tendrils unraveled from the back of the suite. The tendrils latched onto the roof the barn. They pulled me into the upper corner of the structure. In a matter of seconds I was encased in a shiny, blackish-blue cocoon. I could hear nothing. I could see nothing. My mind was adrift in a sea of tranquility. The peaceful atmosphere was shattered by a sinister yet familiar voice.

{_You won't abandon me Peter! I shall not permit it! We are together now! We are one! One we must remain in spite of your selfishness! We are perfect together.__}_

"I don't want you anymore. You are evil!" I said to the disembodied voice emitting from the void.

{_What you want is irrelevant Peter! It is highly unlikely I can find a more suitable host, you are perfect. I refuse to give you up!}_

"You hurt MJ, you nearly made me a killer twice I hate you!" I said.

Abruptly the scene changed. Looking down at my hands I could see I was back in my old red, blue & black Spider-Man costume. Standing before me was the Black Spider-Man.

{_I refuse to leave! You will never drive me out!}_

"You forget this is my mind." I said attacking my rival with ferocity I didn't know I possessed. I pummelled Black Spider-Man nonstop.

{_Please Peter reconsider, I beg you! Think of the power Peter! We are so good together! I wish only to serve you!}_

"Get out of my mind!" I yelled kicking Black Spider-Man through an invisible barrier of black which shattered like glass. A blinding light consumed me as my vanquished rival screamed in defeated.

In the real world the black cocoon dissolved. Falling to the barn floor I reached up. It took all my self-control to overcome the contrary urgings of Suitey. At long last I flipped the switch. I couldn't hear anything but the effect on Suitey was instantaneous. Suitey painfully pulled away from my body. Leaning against one of the large speakers I ripped Suitey off my body throwing the clumps in front of the adjacent speaker. Free of Suitey's influence I stumbled backwards a few steps falling down. The withering black blob shrunk vanishing from sight. It was over, or so I naïvely thought at the time. What I failed to notice was the knothole in the barn floor through which my former partner had escaped. Turning off the speakers I stumbled out of the barn bruised, sweaty, naked but happy I head for the house.

A few minutes later Reilly cautiously entered the barn. He had been using his telescope to scan the heavens when he'd seen Spider-Man of all people enter the disused barn. Peering insider through a hole in the barn wall he'd seen Spider-Man rip off his black costume to reveal his cousin Peter underneath. Peter was Spider-Man, cool. Looking around the barn Reilly stepped in a puddle of black ooze.

"Yuck", Reilly said seeing how the stuff adhered to his shoes. "I wish I had the same powers Peter does." Reilly muttered to himself.

{_granted_}

To Be Continued 


	12. Chapter 12

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Ten: The Living Costume Part III – A Tale of Two Spider-Men

By

Celgress

"I saw the Devil today and he looked a lot like me."

"Right or wrong I can hardly tell. I'm on the wrong side of Heaven, and the righteous side of Hell."

Wrong Side of Heaven (2014) Five Finger Death Punch

"Captain you can't hold me here any longer without pressing formal charges I know my rights." Dr. Otto Octavius said folding his human arms over his chest. He was currently sitting on a bunk in one of the holding cells of the Cider Falls Police Department. The tattered, bloody clothes he'd wore when processed had been replaced by a standard orange jumpsuit with holes cut in the back to accommodate his unusual extra appendages.

"Dr. Octavius you've been accused of conspiring with a suspected felon, the individual known as the Green Goblin, a rather serious offense." Chief George Stacey said looking through the bars at the black and blue scientist.

"Ha accused by who a known masked vigilante prone to violent outbursts. No court in the land would issue an arrest warrant based solely upon such 'evidence'. Please Captain don't make me laugh." Dr. Octavius snorted.

"Perhaps not", Chief Stacey said. "However you aren't being held on suspicion of conspiracy." Chief Stacey exchanged a knowing glance with Officer Greg Thompson.

"Why I'm I being held than?" Dr. Octavius asked curiously.

"Possession of a dangerous, unregulated weapon and resulting reckless endangerment of public safe", Chief Stacey said reading off the list from a note pad Officer Thompson retrieved from the desk of the former. "You'll be formally arraigned tomorrow afternoon. Until such time, in the interest of public safety, you are being remanded into police custody."

"Preposterous", Dr. Octavius fumed. "I demand to know what these trumped up charges are based upon?" Getting up Dr. Octavius gripped the iron bars with all four of his mechanical limbs.

"Those", Chief Stacey answered pointing at the mechanical limbs with his pen.

"These are part of my body. They go where I go." Dr. Octavius said waving around his mechanical limbs.

"They certainly aren't natural. They also like kind of dangerous, wouldn't you agree Officer Thompson?" Chief Stacey said.

"I do sir they look very dangerous to me." Officer Thompson replied.

"You can't do this it isn't fair!" Dr. Octavius wailed.

"Can you remove those things?" Officer Thompson asked.

"I most certainly cannot. The harness they are part of is fused with my spinal column." Dr. Octavius said indignantly.

"Pity, you have to stay here then until everything is sorted out. Strictly in the interest of public safety, you understand." Chief Stacey said barely supressing a grin. "We thank you for your cooperation in this matter. We'll see you later Dr. Octavius." Chief Stacey and Officer Thompson left Dr. Octavius alone to vent his rage.

I doubt my life will ever return to normal after my run with Suitey. Spring Break ended, Mary Jane was still giving me the cold shoulder. Usually we spent the week together, not this year. The girl I'd loved since I was old even to have such feelings hated me now. Can't say I blame her I came within a hair's breadth of doing the worse thing a man can do to a woman, or anyone. My only condolence was I'd neutralized the nano suite. It wouldn't be hurting anyone else, or so I thought at the time.

Aunt May and Reilly were also giving me the cold shoulder, especially Reilly. It seemed I'd really hurt my cousin's sensitive feelings. Reilly was emotionally fragile following the tragedy which claimed his mother's life. I think he didn't feel like he belonged with us. Thanks to the influence of Suitey I hadn't been much of a cousin and certainly not a surrogate brother since his arrival. While it seemed unlikely MJ would forgive me anytime soon maybe I could repair my relationship with Reilly. Aunt May for her part blamed my recent bout of bad behavior on the 'rapidly decaying moral character' of own town brought about by the influence of Spider-Man and his mutant buddies. One such incident sparked a rare fight between Aunt May & Reilly. Aunt May was doing her usual rant about evil mutants when Reilly told our aunt she was flat out wrong in no uncertain terms. Both Aunt May and I were flabbergasted by the outburst. Reilly was usually timid and jokey, or at least he'd been so since coming to live with us.

I spent my first week back at school attempting to repair the damage I'd done the past three weeks. MJ avoided me like the plague. When MJ told Gwen what I'd done. My second closest female friend told me how ashamed she was of me. Eddie and Harry were shocked by what I'd done. At first they thought there'd been some sort of mistake. When I told them it was true they frankly didn't know how to react. People started looking at me differently once MJ's allegations made the rounds. I was called into the Principal's Office for another 'chat'. During which I was told I was 'skating on thin ice' and if I broke one more rule I'd be expelled for the rest of the school year.

Once Aunt May heard the story she had a long talk with me. It was the most uncomfortable lecture of my life. I could see the disappointment in her eyes. I never want to see that look on Aunt May's face again.

In the pages of the Bugle that week J. Jonah Jameson was livid following Spider-Man's 'brazen daylight attack' upon his person the week before. Jameson was offering a one hundred thousand dollar reward to the person or persons, who brought in Spider-Man so Jameson could publically unmask me groan. There was also some good news in Bugle for a change. The Cider Falls Police Department had changed Dr. Octavius with possession of a dangerous weapon, those freaky mechanical limbs of his. They were refusing to release him until the issue is ruled on by the courts in spite of a formal protest by Oscorp, yes.

I couldn't take solace in crime fighting either. Somebody was stealing my thunder. Whenever I'd reach a suspected crime scene the perpetrators would already be webbed up snug as bugs in a rug. I had no idea where the copycat had come from. All I knew was that when we finally met face to face I'll give the copycat a piece of my mind. Hey nobody muscles in on my territory.

I then did something reckless and very risky. Friday was a sunny, warm late winter day. I dropped in on MJ while she was walking home from school in full Spidey regalia.

"Mined if I say hello miss?" I said swinging off a tree I landed beside her.

"Spider-Man", MJ squealed after getting over her initial shock.

"In the flesh", I said taking an exaggerated bow.

"I'm a huge fan", MJ said blushing.

"So I've heard. Can you keep a secret?"

"Of course I can."

Here goes nothing I thought. Looking up and down the road I saw the coast was clear. I lifted up my mask.

"Peter", MJ said before bursting into laughter. "I knew it."

"What you knew it was me all along?" I blurted out.

"I suspected." MJ said with a grin.

"Okay, MJ remember the black suite I've been seen wearing the past three weeks?"

"Yeah, nice new duds by the way Spidey", MJ said giggling again.

I put my mask back down. "Not so nice duds, it was made up of nanites invented by Dr. Octavius. He was trying to control me. The suite had a mind of it's own, an evil mind. It tried to make me do things bad things. I almost killed Jameson and later Dr. Octavius himself under it's influence. Worst of all I hurt you." I said dropping me head in shame.

"You weren't wearing it when we…." MJ said trailing off.

"It could mimic normal clothing. The tuxedo I was wearing." I said. "MJ I'm trusting you with all my secrets because I love you. I always have. Can you find it in your heart to forgive me?"

"Where is the suite now?"

"Destroyed It want me to do even worse things. No matter how hard it pushed I didn't break. In every case I stopped myself before I went too far."

"Of course you did you're a good man. I forgive you Peter." MJ said giving me a hug. "What is it like, being Spider-Man I mean?" MJ asked gently pulling away.

"Amazing", I said.

"Can you take me web swinging with you sometime Tiger?" MJ said.

"You'll have to wear a mask, but yeah sure why not." I said.

"Its' a date than", MJ said smiling. "Wait Peter how are we going to explain me forgiving you all of a sudden?"

"I'll say I was on drugs. I dropped acid that night. I've been using on and off since Uncle Ben's death. It'll explain my recent bout of erratic behavior." I said having already thought up the cover story. "Almost hurting you brought me to my senses. I realized I needed help."

"Peter I hate people thinking you're an addict." MJ said looking sad.

"Trust me MJ it is the only way. Honestly it isn't far from the truth when you think about it." I said.

"Alright, but if you change your mind I'll help you come up with another cover story." MJ said with a warm smile. "Now escort me home Tiger."

"Gladly", I said taking to the tress. "I'll be with you every step of the way."

That evening I met the copycat. Swinging by a local nightclub I saw a figure in the parking lot fighting off a crowd of rowdies. By the time I landed on the ground the drunks had all been knocked out. Laying my eyes upon the figure that'd done the damage my heart stopped. It was the Black Spider-Man!

"You", I said, "but how?"

"Hello Peter." Black Spider-Man said in an oddly familiar voice turning around to face me. "Catch me if you can." Black Spider-Man shot a web line and swung off into the night.

"Hey, wait up!" I said giving chase. The new arrival led me on a merry trip around the rooftops of Cider Falls. We ended up atop a local motel famous, or perhaps infamous, for both it's large, gaudy neon sign and seedy cliental. "Whoever you are believe me you don't want the suite, it's evil."

"Shows what you knew Peter. We are perfect together." Black Spider-Man said circling me. "Maybe you are jealous?"

"Of what?" I said.

"Of the power it gives." Black Spider-Man answered.

"Buddy I already had my spider powers when that thing latched onto me. I don't need it to play hero. I now realize I never did." I said.

"Together we'll show you what a real hero is." Black Spider-Man said lashing out at me.

Whoever he was the suite made him faster than me, not to mention stronger. Something else I noticed as we sparred on the roof. I had a difficult time avoiding his attacks. He didn't set off me spider sense, odd. It was like the suite let him block it somehow. No matter how many hits I landed he remained unfazed. On the other hand he was wearing me out with his attacks. I tried webbing him up to no avail. He easily broke free. He ended up on top of me with his hands firmly around my neck. He was squeezing the life out of me and there was nothing I could do about it. Darkness began encroaching on my vision. It threatened to consume me.

"Once you're gone Peter we'll be the only Spider-Man, the one true Spider-Man." Black Spider-Man said before hesitating, his grip on my throat slackening. "I don't want this. I can't kill him, it isn't right."

Black Spider-Man got off me. Holding his head he stumbled around the roof. "I won't do it! I'm not a killer!"

Coughing I slowly got to my feet. Watching the strange spectacle a plan formed in my mind. Their partnership was coming apart the nano suite was now vulnerable. Seizing the opportunity I laid it on thick.

"Alright you've proven your point Suitey." I said approaching the conflicted Black Spider-Man. "I'm nothing without you. I implore you, please take me back."

The nano suite didn't need a second invitation. The inky blackish-blue mass surged off the poor sap covering me in a heartbeat. Reforming the by now familiar black costume with the dual white spider symbols & white eyes around my body.

{_Your internal chemistry is all wrong. You never wanted me back at all! You tricked me!}_

Suitey shrieked in my mind. Ignoring the colony of angry nanites I looked at the former host who was kneeling naked and confused on the roof. It was my cousin Reilly!

"Peter, what have I done!?" Reilly cried. "It has control of you again! Its 'my fault! I didn't know I swear! Peter please say something, anything!"

{_You'll never betray of me again! We could have been equal partners! Now you'll be my slave Peter! I'll make your little wannabe cousin suffer the torments of the damned at your own hands!__}_

Remembering what Dr. Octavius had said about electricity I said through gritted teeth. "Get down Reilly now!"

"But Peter…" Reilly whined

"Do as I say!" I yelled. This time Reilly did as he was told spreading himself flat against the roof.

{_No wait what are you doing Peter! No stop it at once, I command you!_}

With a herculean effort of sheer will I throw myself with all my might backwards into the neon sign. The sign shattered on contact. Electricity surged through both my body as well as the nano suite, though the suite being in direct contact with the current took the worse of it by far. Fighting through the excruciating pain I managed to pull myself free of the withering mass of tendrils not a moment too soon. A couple seconds after I hit the roof the damaged sign shorted out in spectacular fashion. It exploded in a shower of sparks and glass apparently taking Suitey with it.

"What happened? Is it gone?" Reilly asked.

"Yeah I think so." I said getting shakily to my feet. "Let's get you home, and get you some pants." I said avoiding looking at Reilly's lower half out of embarrassment.

While Spider-Man and his cousin fought in the alleyway below Flash Thompson had been silently brooding. The high school quarterback had another fight with his father Officer Greg Thompson. Flash hated his abusive, authoritarian, alcoholic father. Flash often retreated into the downtown core when things at home got out of control. Flash use to at least get some perverse pleasure at school out of picking on those weaker than him, however all that had ended after his humiliating confrontation with Peter Parker. No one took him seriously anymore. The last few months had been a living hell for Flash. His long-time girlfriend Liz Allan had left him for Harry Osborn, Puny Parker's best friend of all people. Flash didn't know who he hated more these days his overbearing father or that pencil neck geek Peter Parker.

The shockwave from the exploding sign knocked Flash off his feet. What was that Flash thought? Looking overhead he saw Spider-Man fleeing the scene holding what looked like a naked guy. Nah, it couldn't be Flash told himself shaking his head. Using the nearest wall for leverage Flash got back on his feet. Removing his hands from the faded, weathered bricks he noticed an inky blackish-blue tar like concoction sliding down the wall. Cautiously he touched it with his right hand. The stuff stuck to him. It pulsed between his fingers as if it were a living thing.

"What are you?" Flash whispered in awe, the material slowly forming a long glove around his hand and forearm.

{_your new best friend_}

To Be Continued


	13. Chapter 13

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Eleven: The Living Costume Part IV – Venomous

By

Celgress

"I'm gazing upwards, a world I can't embrace. There's only thorns and splinters, venom in my veins."

"My heart's an endless winter filled with rage. I'm looking forward to forgetting yesterday."

Cold (2014) Five Finger Death Punch

Oscorp Industries

"I hope you appreciate our dilemma Doctor Warren." Norman Osborn said looking across his desk at Miles Warren as usual Roderick Kingsley was at Norman's right hand.

"Its' simply Mr. Warren these days Mr. Osborn", Miles Warren said refusing the coffee Kingsley offered.

"Please call me Norman. May I call you Miles?" Norman said with a smile.

"Please do Norman." Miles Warren said.

"Dreadful pity you no longer feel comfortable using the title doctor. After all you did to earn the distinction, your double PhD." Norman said taking a sip of his own coffee. "How many years has it been since the incident at Stark Labs?"

"It'll be five years this August." Miles Warren said fidgeting in his seat.

"Five years where does the time go. It seems like only yesterday the headlines were filled with dire stories about the Carrion virus, the risk it posed to public health exact. What did they call it again? Ah now I remember the 'real life Zombie Apocalypse." Norman said snapping his fingers, "such thoughtless sensationalism how dreadful."

"I was cleared of all charges." Miles Warren barked defensively.

"I know you were however that didn't matter to the scientific community, did it Miles? After the inquiry your career was ruined. No research organization, including non-profits, would hire you, so you were forced to take the only job you could get high school science teacher in a backwater town." Norman continued.

"It is honest work." Miles Warren said starring at the floor.

"Honest yes rewarding no, the biologist who once helped craft Tony Stark's ground breaking artificial heart reduced to such a state how unfair. One mistake shouldn't wipe away a life time of accomplishment, yet it did." Norman said shaking his head. "Fortunately Miles myself and Roderick do not care how results are achieved as long as they are achieved, we want you to join our team. The position we are offering you is lead researcher of Oscorp predicated upon one requirement results. With our current head of research Dr. Octavius otherwise indefinitely occupied the need has arisen to replace him. I strongly feel you are just the individual we require at this time. The job is yours, if you want it." Norman slid a contract across the desk. "Sign on the dotted line, you can start immediately."

"I have one question before I look over the contract in greater detail what is the primary objective, Project SSF?" Miles Warren said picking up the contract and skimming through the first page.

"SSF starts for Super Soldier Formula." Norman explained. "Prior to his untimely departure Dr. Octavius was facilitating the creation of an easily replicated formulation based upon a manmade mutagenic agent Oscorp appropriated. I assume you've heard of the local, super powered, masked vigilante called Spider-Man?"

"Who living in Cider Falls hasn't?" Miles Warren said.

"Via a channel, I'd rather not disclose until you've signed the contract with it's attached nondisclosure agreement, Oscorp obtained three samples of Spider-Man's blood several months ago. Analyzing the samples it was discovered Spider-Man isn't a natural mutant rather his startling abilities, including a type of almost precognitive warning sense, have been purposely grafted into his genome by adding arachnid genetic material. Dr. Octavius was able to isolate and extract from the subject's cells traces of the agent utilized to bring about such drastic alterations. Following painstaking reconstruction the agent was successfully replicated, or so we at Oscorp thought. The results the mutagen wrought in the first test subjects were less than, desirable." Norman stated.

"You want me to continue Octavius' work, correct the impurities in the mutagenic agent and/or process?" Miles Warren said. "An interesting challenge, and a fascinating prospect I must admit. I'm in." Miles Warren signed the contract without a second look.

"Excellent" Norman said. "Welcome aboard Miles. I'm certain you'll be very happy here at Oscorp."

Thompson Residence that evening

"About time you dragged your lazy ass home." Officer Greg Thompson said from his position watching the football game. "Where you been boy? Nature walking again huh, you better not be turning pansy on me boy. Your dear mother God rest her soul always feared you might be a little light in the loafers when you were a kid."

"Where I've been is none of your damn business old man." Flash said glaring at the back of his father's balding head.

"What did you call me boy?" Officer Thompson said getting out of his leather recliner.

"I said it isn't any of your damn business where I was or what I was doing old man." Flash said meeting his father's blazing eyes with his own.

"Like Hell it isn't boy. Long as you live under my roof you'll live by my rules. Now you tell me where you've been or I'll beat the truth out of you." Officer Thompson made a show of removing his belt. Flash could smell the alcohol on his father's putrid breath.

{_You don't have to take this off him any longer Flash. Do it show the old fool who is boss around here from now on!}_

"Don't you dare hit me with your belt." Flash warned.

"Or what boy?" Officer Thompson laughed.

"I'm warning you dad, don't do it."

"You warning me that is rich."

Officer Thompson drew off striking Flash hard as he could across the face and chest with his folded up belt. Flash took the hit without so much as flicking. Officer Thompson struck his stoic son a second then a third time with his belt, to no effect. On the fourth strike Flash's left hand intercepted Officer Thompson's retreating arm. Struggle as he might Officer Thompson couldn't break free of his son's iron grip.

"Let go of me you little punk!" Officer Thompson demanded.

{_Teach him a lesson Flash. Show him you're force to be feared. Let us play.}_

Inky blackness spread across Flash's body. Soon a physically more imposing version of the Black Spider-Man stood in Flash's place. The lower reaches of Black Spider-Man's mask split open revealing a mouth loaded with sharp, gleaming white teeth. A terrible toothy grin formed on the hideous face.

Hoisting Flash's blabbering father overhead the entity threw Officer Thompson through the plate glass window at the end of the hallway. The creature used such tremendous force the plate glass window shattered into a million pieces. Officer Thompson's back bounced off the brick wall in the adjacent room causing a sickening cracking sound. Officer Thompson landed face down on the floor with a thud and moved no more. The thing that had once been Flash Thompson looked down impassively at the broken body of his father.

{_You're free now Flash. Free from his control. Free from his torment. Savor this moment. Cherish it always. It is our first blood. Together the World is ours. We shall bring order to chaos, justice for all! Next we find Peter Parker the Spider-Man. We make him pay. We make him suffer. We make him die! We then replace him as the one true protector of the innocent, the lethal protector!_}

Cider Falls High School

The next day at school I met one of my greatest enemies for the first time, depending how you look at it. It was a relief to finally be rid of the nano suite or so I thought at the time. It was a peaceful day until lunch. I was strolling down the hall towards the cafeteria when Flash Thompson of all people fell in next to me.

"Hi Pete, nice day isn't it?" Flash said with his typical lopsided grin. He put his arm over my shoulder which I quickly shrugged off.

"What do you want Flash?" I asked mildly annoyed.

"I'm hurt, who says I want anything?" Flash said still smiling. "Maybe I already have what I want from you, ever consider that?"

"What are you talking about Flash?" I said.

"Watch", Flash said cryptically pushing pass me into the cafeteria.

Odd I thought heading into cafeteria myself. After picking up some food I sat with my usual group. That morning I'd told the entire gang about my 'drug problem' they'd been very supportive ever since. It was nice to be accepted back into their ranks. I was settling in for lunch when Flash loudly threw his tray on the floor. Jumping up on the table he was seated at Flash looked around the room.

"People can I have you attention!" Flash shouted. All activity in the room ceased. All eyes were glued on Flash. What was going on? "Spider-Man is a student here!"

Several people laughed. One guy shouted at Flash 'how would you know'. I had a sinking feeling in my gut. Mary Jane and I exchanged a perplexed look.

"I know because I'm the superior version of Spider-Man! We call ourselves Venom, we are poison to Spider-Man!" Flash's voice took on an odd slightly out of sync quality with the last few syllables. It was as if two people were reciting the same lines only one was just a tad faster than at doing so than the other.

Flash's clothing morphed into a mass of withering blackish-blue tendrils. The mass covered his body reforming the exact same costume I and Reilly had worn earlier, but with two major differences; razor sharp, clawed hands and a gapping, drooling mouth full of fangs with a long, slimily, pink tongue. Flash's greater bulk made the resulting hybrid larger than when either I or Reilly were in the suite. Students and staff alike scrambled for safety.

"Uh huh", Venom said wagging his right index finger. "Nobody leaves until we have our say." Venom plucked a random female student from the next table. "Anyone leave or try anything funny we snap her neck, now sit back down! We said sit down people!"

"Let her go Flash." I said getting to my feet in spite of MJ mouthing 'please don't'.

"Do not call us that, we are Venom now!" Venom said. "Want to stop us Puny Parker? C'mon give it your best shot. She'll be dead before you touch us."

"Why are you doing this?" I asked approaching Venom's table.

"You know why." Venom said. "You destroyed Flash's reputation. He became a laughing stock due to your actions."

"I'm truly sorry I never meant…."

"Liar we hate you!" Venom said tossing the girl aside he jumped towards me.

I barely got out of the way in time. The next attack I didn't avoid. Venom tackled me clear across the room through the wall into the empty class room next door. I didn't realize how barely hurt I was at the time. I rolled out from under Venom staggering to feet. We had landed in a group of desks.

"How does it feel knowing you'll soon die?" Venom taunted.

"Flash you don't have to do this, fight it man." I said my whole body ached. I scanned the room for anything I could use as an effective weapon, there was nothing.

"We are Venom now and forever!" Venom bellowed hitting me across my chest with the hardest punch I'd yet taken. I went down like a ton of bricks. "Tell us how do you want to die Pete?" Venom said dragging me off the floor with his right hand.

"Hey ugly open wide." Eddie said emptying the contents of a fire extinguisher directly into Venom's eyes and mouth. Venom hissed in surprise dropping me. Harry and Gwen pulled me out of the room.

"You die next Brock!" Venom said swinging blindly at Eddie.

By now I was in the hallway where MJ waited holding a fire extinguisher of her own. "Is he?' MJ asked.

"I don't know." Harry said looking down at my battered form.

I was drifting in and out of consciousness. I was later told by MJ in the hospital that soon after my rescue by Eddie the police arrived, with not a moment to spare. They drove off Venom who absorbed several bullets, two a point blank range, before fleeing the scene.

The body of Flash's father Officer Greg Thompson was discover at the family home the following morning. Officer Thompson spine had been crush by being thrown through a plate glass window and then slammed against the exterior brick wall. Flash, now Venom, was the prime suspect. The murder shocked our close knit community.

I spent the rest of the week in the hospital, though in all honesty I had recovered by the second day. The doctors insisted I stay another three. MJ only left my side to attend classes. She was back each evening for visiting hours. Lots of people visited from school, staff included. Everyone told me how brave I was to step forward confronting a 'dangerous mutant' like I did. Heck J. Jonah Jameson even sent Need Leeds to interview me. Predictably the resulting article smeared my alter ego by claiming 'Spider-Man's partner in crime Venom attacks high school roughs up brave youth', dang it! By the time the week ended people had pretty much forgotten about my supposed drug addiction and earlier weird behavior, yes!

While I was on sick leave Professor Charles Xavier announced he'd be arriving in town the following week to confront Jameson personally. Seems the good Professor didn't appreciate the things old flat top, as all the young people in the valley call Jameson because of his distinctive hair style, had been saying about mutants in general and Professor X & his academy in particular. For the past few months Jameson had been doing everything within his power to dodge Professor X's debate request. Now it seemed Jameson's days of ducking were fast approaching an end.

There was no sign of Venom. He'd laid low since I'd been incapacitated something I was thankful for. I was very worried he'd go after my loved ones while I was recuperating. He knew my true identity after all. He'd already killed once, Flash's own father no less. If he hurt Aunt May, Reilly, MJ or my other friends I'd never forgive myself. Now there are two lunatics on the loose I have to deal with; the Green Goblin and now Venom. My life keeps getting better and better.

Fisk Industries

"So you want me to enter my latest Spider Slayer in Jameson's contest sir?" Spencer Smythe asked.

"Precisely", Walter Wilson Fisk replied.

"May I ask why sir?"

"When the Spider Slayer wins the contest by terminating the Spider-Man Fisk Industries can use the publicity to undermine Oscorp and snatch the Super Soldier production contract. With such a lucrative Defense Department contract we can at long last take the company international." Fisk said. "Think of it Spencer your Spider Slayers the basis for a new generation of autonomous military drones."

"But sir I thought the Defense Department wants genetically augmented human soldiers not robots." Spencer said sheepishly.

"Only because they haven't seen what your Spider Slayers can do Spencer. Once they destroy a super powered being like Spider-Man people will be knocking down our door to secure a piece of the action." Fisk said ambling around his desk. Draping his huge arm around Spencer he went on. "Think of it your Spider Slayers world famous battle bots. They'll be in demand from here to Tokyo and all points in between. Imagine the money we'll make."

"I don't know sir the first prototype didn't fair all that well against the Spider-Man."

"You told me you've improved all aspects of the design. You have, haven't you?"

"Yes sir however…."

"I'm sure it'll do fine. Your problem is you worry far too much Spencer."

"Perhaps you're right sir…."

"Of course I'm right. Know what else Spencer. With all the extra money we'll make far more of our capital, both commercial and private, divertible into researching a cure or possible treatment to lessen your son Alistair's condition. Won't that be great Spencer?"

"It would sir, I've dreamed of the day young Alistair could have a normal life since he was diagnosed." Spencer said his eyes growing watery with tears.

"It is settled, we'll use your new Spider Slayer to destroy Spider-Man winning Jameson's contest in the bargain. Once we've taken the Super Soldier contract from Oscorp I'll then take care of those eco pests the Murdocks once and for all." Fisk said taking his arm off the much smaller man. "Soon I'll conquer all my enemies. They'll be crushed beneath my heel like the insignificant insects they truly are."

To Be Continued


	14. Chapter 14

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twelve: The Great Debate

By

Celgress

The night of the debate between Bugle editor/owner J. Jonah Jameson and Professor Charles Xavier head of Xavier's School for Gifted Youngsters in neighboring Bayville had finally arrived. The international media had descended on our formerly sleepy community. The reporters all wanted interviews with James, Professor X and of course the 'local mutant' Spider-Man so I gave one to Stark News a couple days before the main event.

"I'm here tonight with local Cider Falls vigilante Spider-Guy." The news caster said.

"Um actually my name is Spider-Man, not Spider-Guy." I corrected.

"Alright Spider-Man the question on everyone's mind are you a mutant?"

"I'm um er well its' complicated."

"What do you mean by complicated? Do you or do you not possess the X Gene?"

"I'm not sure." I admitted. "I was told I didn't. However I don't know how reliable my source of information was. See that was before my doctor, he was lots of people's doctor around here, turned into a vampire."

"You're joking, right?"

"Actually I'm not."

"Unbelievable, moving on did you assault local newspaper owner/editor J. Jonah Jameson and his staff?"

"Kind of not really, would you believe my evil did it?"

"You mean your partner Poison, is it?"

"Ah Venom he's called Venom."

"So this Venom attacked the Bugle staff, not you? Is that what you are telling us?"

"Yes", I lied not wishing to complicate matters further with the truth. "He isn't my partner either."

"Than what exactly is your relationship with Venom?"

"We are rivals, enemies."

"How do you answer allegations that you're a disruptive influence in an otherwise quiet community?"

"I'm only trying to help. Crime has been on the increase here in Cider Falls the past few years, long before I came along."

"How do you know that for a fact?"

"Pardon"

"How do you know the crime rate had been inching up before your arrival?"

"Would you believe research?"

"Why do you wear this rather colorful getup?"

"I'm a snappy dresser."

"Very funny, I mean the mask why do you wear the mask?"

"Let me ask you something if you lived around here and knew how people feel about 'mutants' would you want them knowing what you look like?" I said crossing my arms across my chest.

"Valid point"

"What is your connection to the accused terrorist and murder Green Goblin?"

"None, other than I've tried unsuccessfully to bring him in."

"If you could speak directly to the residents of Cider Falls what would you say?"

"I'm not a threat. I love this place as much as you do. I only want to help make this town the best it can be. Please give me a chance, I don't bite."

"Thank you Spider-Man it has been a pleasure." The news caster said offering his hand.

"The pleasure has been all mine." I shook hands with the news caster.

Cider Falls Civic Center, two nights later

I'd never seen the places so packed. Aunt May, Reilly, MJ & I were very lucky to find four empty seats next to each other. MJ came with us because her parents were fighting again. It seems Mr. Watson owed the local bookies a small fortune in gambling debts again, some people never learn. By the look of things they were the only people in the valley who hadn't shown up. Harry, his parents, their butler, Roderick Kingsley & oddly Miles Warren were seated together as were Gwen, her father Chief Stacey & my unofficial 'big bro' Eddie Brock. Fisk and his contingent were also present close by Matt Murdoch and his Wife Milla starred daggers at the industrialist. If Fisk was bothered by the attention he gave no outward indication. In fact Fisk continued loudly talking with his three hired goons collectively known as the Enforcers. The same three I'd caught dumping toxic waste in Simpson Swamp back in autumn. Besides local residents there was regional & international media as well as a contingent of X-Men in attendance. The X-Men took up about a third of the front row. We were seated about a dozen rows back in the structure which gently sloped upwards towards the ceiling, like many arenas.

"Wolverine can I have your autograph!?" Reilly shouted jumping to his feet when he spotted his favorite X-Man.

"Maybe after the debate kid!" Wolverine shouted back.

"Thanks Wolverine!" Reilly shouted a goofy grin on his face.

Aunt May tugged Reilly by the arm pulling him back into his seat. "Reilly don't embarrass me." Aunt May whispered.

"Sorry Aunt May." Reilly grumbled slouching in his seat.

At nine pm sharp Mayor Robert "Robbie" Robertson stepped up to the podium setup in the center of arena. The area which usually served as a basketball court was covered in a red carpet. Mayor Robertson had graciously, and bravely, volunteered to moderate the public debate between Jameson and Professor X. Clearing his throat Mayor Robertson took a drink of water. He then spoke into the microphone. Mayor Robertson thanked everyone for being here tonight, he briefly commented about the stormy relationship between Cider Falls & Bayville, explained the purpose of the debate including the rules by which it would be governed, then introduced Professor Charles Xavier and J. Johan Jameson. Once both men were stationed behind their own smaller podiums and had adjusted their own microphones the debate began.

Jameson introduced himself. He then immediately launched into an attack on mutants. "I contend the machinations of Spider-Man and his cohorts here in Cider Falls are part of a larger conspiracy. A conspiracy instigated by mutants with help from bleeding heart liberals in the highest circles of your government. The purpose of which is normalization of the abnormal. Cider Falls is merely a dry run, a test if you like. Soon every town in American, no matter how small, no matter how peaceful, will soon have it's very own contingent of so called super heroes and super villains 'educated', though 'trained' is a more accurate term, at Charles Xavier's School for 'Gifted' Youngsters."

"I must object to Mr. Jameson's slanderous allegations against myself and my institution." Professor X said. "At the Xavier's School for Gifted Youngsters we teach peaceful coexistence between mutants and non-mutants. We do not advocate violence of any kind."

"Yet your graduates, many of which are in attendance here tonight, have been seen on numerous occasions wearing paramilitary style uniforms. Furthermore they have engaged in many documented battles with rival mutants and other so called meta-humans, another term for mutant in my opinion, battles that have caused both huge amounts of property damage and endangered hundreds of normal people." Jameson said with a smug smile.

"While we at Xavier's School for Gifted Youngsters do not advocate violence the sad fact is we live in an increasingly violent world. In such an environment defending oneself is a necessity." Professor X said.

"So you admit your institute is a combat training facility?" Jameson asked smelling bleed in the water.

"Not primarily", Professor X answered. "The instruction young mutants receive at our institute is geared towards understanding and controlling their abilities. Without such instruction abuse of those abilities can unfortunately occur."

"Ah now we have it folks. Professor Xavier do you know how many mutants have abused their powers?" Jameson said taking a drink of water.

"Too many" Professor X said hanging his head in shame.

"Would it surprise you to learn the majority of prisoners currently incarcerated in the Vault are mutants or suspected mutants? In fact I believe an old friend of yours Maximillion Eisenhardt aka Magneto is serving time there. A friend who helped you found your institute, isn't that right?" Jameson said. "A man described by many sources as your best friend at one time. What happened? Why didn't your training program help Mr. Eisenhardt gain control of his powers?"

"As you noted Magneto was already an adult when we started the institute together. What you may not know is his entire family had been killed in front of his eyes by the Stasi of East Germany when he was a young man. The only thing the former Communist regimes of Eastern Europe feared more than dissenters were mutants because of the powers we wield. If you look into the background of nearly all criminal mutants you'll find similar stories of mistreatment at the hands of regular society. What we are trying to do at our institute is prevent tragedies like that which befell Magneto's family from happening in the future. By creating a safe, happy environment where young mutants can be accepted, their powers nourished and controlled not supressed and despised. I have a question of my own. If you were a young mutant living here in Cider Falls wouldn't you wear a mask to protect your identity Mr. Jameson?"

"Of course I wouldn't. I have nothing to hide. I am a respected member of the community."

"Suppose you weren't. Suppose for a second you were a confused, frightened young man. You have recently developed abilities you do not fully understand. You have no one to confide in…."

"That frightened young man put his hands around my neck. He attempted to murder me in cold blood." Jameson said interrupting Professor X. Before Professor could state his counter point something large and blackish-blue landed on the stage.

"You deserved what we did Jameson." Venom hissed looking at the terrified editor. People screamed fleeing their seats.

"S-S-Spider-Man what are you d-doing here?" Jameson asked.

"We are not Spider-Man he is our inferior we are Venom!" Venom said. "Do not ever call us Spider-Man again we hate him! If you do we'll snap your scrawny neck!" Venom grabbed Jameson by his shirt collar.

"Hey bub let 'im go." Wolverine said getting out of his seat.

"Gladly", Venom laughed tossing Jameson at the front row where Cyclops and Jean Grey caught him. "You'll pay dearly for interfering in our business X-Men. We're not impressed by you."

"I'm not impressed by you either bub." Wolverine said unsheathing his metal claws.

By now almost everyone, save a few members of the media, Jameson & the X-Men, had fled the scene. Fortunately I'd suspected something might go down, underneath my street clothes was my Spidey outfit. Making sure Aunt May, Reilly, MJ & my other friends were safe I ducked into the bathroom quickly getting ready I returned to the chaos of the arena area. I found Venom squaring off against Cyclops, Jean Grey, Wolverine, Ice Man & Beast. Shockingly Venom was holding his own avoiding attacks while tripping up the X-Men with webbing and tendrils from his costume.

"Okay if I join the party?" I said swinging down from overhead. Catching Venom by surprise I dropkicked him across the stage.

"Sure kid, know how we can defeat this thing?" Wolverine asked.

I couldn't believe it. I was working with the X-Men and Wolverine was asking me for battle tactics. I felt giddy as a fan girl. "He's allergic to high frequencies sound, especially the supersonic. You could try that for starters."

"How dare you tell them our weakness! We hate you!" Venom said bashing me across the back. Boy oh boy the guy hit hard plus he didn't set off my spider sense. I had no idea he was coming until it was too late.

Beast used the nearby sound system controls to generate a supersonic plus that had Wolverine and Beast himself holding their heads in pain. The sound had the desired effect. The nano suite was reduced to a wither mass of inky tendrils a handful of which shot up into the roof, pulling both itself and it's host to safety, through the hole it'll already made in the roof, before we could grab Venom.

"Dang it, Venom got away again." I groaned.

"Don't worry young man I'm sure you'll stop him in time." Professor X said as Ice Man turned off the sound system. "Mr. Jameson I think you owe Spider-Man an apology." Professor X looked at old flattop.

"For what?" Jameson said incredulously.

"You said he tried to kill you when he didn't." Jean Grey said shocked by Jameson's intransigence.

"So sue me." Jameson said.

"At the very least resin the bounty you placed on this young gentleman's head." Beast said having recovered from his earlier ordeal. "It is only right." Jameson said nothing he just walked away leaving the arena.

"What a jerk." Cyclops said loud enough that Jameson must have heard.

"Thank you for your help young man. Is there anything we can do?" Professor X asked.

"Autographs would be nice. I have a friend who they'd mean the world to." I said.

"We can do better than that." Professor X said with a smile.

By the time I left the Civic Center I had an official X-Men communicator, how cool. I showed Reilly later he was so jealous. He told me it wasn't fair he'd never have one. I joked if he got super powers of his own some day they might consider giving him one. I didn't know at the time but my joke would take on a new meaning rather soon.

To Be Continued


	15. Chapter 15

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Thirteen: Kraven's Last Hunt

By

Celgress

Sergei Kravinoff better known by his moniker Kraven the Hunter, sat impassively in the office of Bugle owner/editor J. Jonah Jameson. Dressed in a colorful outfit consisting of shiny black boots, leopard print pants, a vest made out of a lion's mane and wrist gauntlets made out of zebra hide. During the past twenty years Kraven a former member of the elite Special Forces, or Spetsnaz, of the defunct Soviet Union had carved out a fearsome reputation for himself hunting down the most ferocious predators in the World. In recent years Kraven had expanded his repertoire to include predators that walked on two legs becoming an equally famous, many contended infamous, bounty hunter. Kraven would take any bounty no matter how large or small. Kraven's sole requirement was that the target be a challenging on. The more difficult the assignment the happier Kraven was.

"I want Spider-Man brought to justice. I do not care how you accomplish it." Jameson said leaning across his desk. "I want my town free of that miserable miscreant."

"A simple enough assignment", Kraven said in a thick Russian accent.

"How long do you need?" Jameson asked.

"Seventy-two hours from the time I leave your building, not a second more." Kraven said.

"Alright, we have a deal happy hunting." Jameson said shaking hands with the hunter.

"Worry not Mr. Jameson, I always enjoy stalking my prey." Kraven said with a broad grin.

Cider Falls High School the following day

"Who would've guessed Flash is a mutant, and a freaky one to." Kenny 'Kong' McFarlane said sitting with me and my friends. Ever since Flash became Venom Kenny had been eating lunch with us, go figure.

"We don't know Flash is a mutant." Harry argued.

"Look at him, Venom I mean. He is a mutant alright." Kenny said. "Not that there is anything wrong with being a mutant. Have you guys got a loud of Storm? She can change me temperature anytime."

"Gross", Mary Jane said. Gwen made a gagging sign with her finger.

"C'mon Mary Jane you have the hots for Spidey, don't deny it." Kenny said around bits of his roast beef.

"I'll have you know Peter is all the man I need." MJ said grabbing my arm.

"Yeah Peter is a swell guy, braver than me standing up to that crazed mutant like he did takes stones." Kenny said.

"Gee thanks Kenny." I said. "Anyone would have done the same in my situation. Eddie fed Venom the contents of a fire extinguisher and MJ was prepared to do the same. What I did was nothing special."

"Don't be so modest Peter." Gwen said leaning against Eddie. "You could have been killed."

"I wasn't though." I said.

"Face it bro you're a hero." Eddie said.

"If you say so", I said shrugging.

I was thinking about the conversation I had with my friends at lunch that night during patrol when I nearly got shot by a blow gun of all things! I only avoided contact thanks to me spider sense. Out of nowhere appeared a guy dressed like Tarzan wielding a pair of recurve machetes, one in each hand. Leaping through the air he used one of the blades to cut my web line. I hit the ground like a ton of bricks. Scrambling to my feet I looked at my odd attacker.

"Kraven the Hunt I presume?" I said.

"My reputation precedes me." Kraven replied taking a quick bow.

"What nasty toys you have." I said eyeing the machetes.

"The better to skin you with my dear", Kraven laughed.

"Hey no muscling in on my territory, leave the bad puns to me pal." I said.

"Die Spider-Man!" Kraven shouted barreling towards me, wind milling his twin weapons. I side stepped his attack hitting him in the face with a squirt of webbing. "Argh", he screamed stumbling around temporarily blinded.

My spider sense tingled jumping out of the way a net flew through the air landing on Kraven. Spinning around I saw the source of the latest attack upon my person. Another, this time a scorpion modeled, human sized robot this time without any apparent human controller. Looks like Spencer Smythe has been busy since we chatted in December. As if I don't have enough problems. On the bright side the new arrival had taken out that loon Kraven the Hunter.

I fired a stream of webbing at what I thought was the head/sensor array of this robot. My webbing had no effect in fact it slid right off. Great the thing must be coated with some form of anti-stick chemical or made of material of a similar nature. Next I tried bouncing off the bubble atop the robot. Unlike last time I couldn't bust it no matter how hard I tried. I was getting nowhere fast. The robot's crackling, electrically charged tail narrowly missed making contact with my back. The robot then sprayed the area around me with a bunch of pellets which must have contained some type of sleeping gas. Before I could escape I started feeling drowsy. I collapsed on the pavement everything went dark.

Using a small pair of wire cutters he always carried on his person Kraven extricated himself from the steel net. Stabbing his twin machetes into opposite sides of the dome atop the Spider Slayer Kraven pried the structure open by applying pressure to the seals. Once the internal circuitry was exposed Kraven tore out large handfuls. Now the Spider Slayer was taken care of Kraven looked over at the fallen Spider-Man.

"Now then where were we?"

It is cold. It is dark. It is damp. I couldn't see or hear anything except my own erratic heart beat and labored breaths. Where am I? Am I awake or is this a dream? Trying to sit up I quickly discovered I couldn't. I am in some sort of enclosed area. The space is tight, cramped so very small. I feel weak. I don't know how long I lay panting. Pushing upward with my arms nothing happens. I try again, still nothing. My head spins in the dark. I feel ill. Taking a rest I try a third time. I strain the muscles of my upper body. I grow weaker. I take a break then try a fifth time. When I am about to give up out of sheer exhaustion, I hear a loud crack. I feel something above me slowly give way. Something wet and slimy, the consistency of thick pudding, spills all over me. With strength born of sheer panic I pushed harder. The flow of slime only increases. The confined space I am in begins to rapidly fill. I knew I have to get out or I'll suffocate. Pushing upwards with renewed force my hands sink into more of the substance. Painfully I work my way upward crawling through the increasingly thick slime. If not for my super human strength and endurance I'd never make the journey. Upward I pull my protesting body. Over time the darkness lessens considerably. It changes from that of an impenetrable void to that of abluish-black murk. My right hand bursts free of the slime. I feel air flowing between my fingers. Yes I am almost free. With a final massive push I worm my way out of the slime.

Once my eyes adjust, I find myself laying on a small mound of mud. Rolling onto my back I look up into a starry sky. A few puffy clouds race by overhead. The night air feels pleasantly mild. Savoring a deep breath of fresh air I unsteadily get to my feet. Surveying my surroundings my eyes fall upon a tombstone. The tombstone is behind the pile of muck I'd just crawled out of. On the monument is written 'RIP Spider-Man'. Examining my mud soaked costume the horrible realization dawns on me somebody had buried me alive or maybe thought I was dead at the time. How long had I been down there; a few hours, a day, several? If I'd been down there a day or more did my loved ones think I was missing, or dead? How were MJ and Reilly handling it, being the only two who knew my secret?

Not knowing where I was I set off in a random direct. Sometime later I reached a dirt driveway which connected with a gravel road. Following the road I eventually came to a familiar landmark Simpson Swamp. Whoever had buried me had certainly picked a remote location. I got home just after dawn. Hiding my dirty Spidey stuff in the disused barn, I also changed into street clothes I kept stashed there following my misadventure with Suitey for just such an occasion. I knocked on the door. A frazzled looking Aunt May answered my knock. The moment Aunt May saw me her eyes filled with tears.

"Peter thank the Lord you're alright!" Aunt May said hugging me tightly. "If anything happened to you or Reilly I don't think I could bare it after losing your Uncle Ben, it would be more than I can stand."

"Don't worry Aunt May, I'm fine." I lied. My entire body ached and my head felt like a bowling ball.

"Where have you been Peter?" Aunt May asked releasing me from her grasp. "You look sick." She said after giving me an apprising look.

"I feel…."

"I know you feel fine. March right up stairs to bed young man. I'll take you to the doctor this afternoon."

"Aunt May whose at the door?" Reilly said rubbing the sleep out of his eyes stumbling downstairs in his X-Men pajamas.

"Its' Peter he's come back to us." Aunt May said.

"Peter", Reilly said almost tripping over his feet getting to the door. "I'm so happy you're alright. What happened man?" Reilly asked after giving me a big hug of his own.

"I'll tell you all about it after I hit the hay for a bit." I said heading upstairs.

Following a few hours of sleep I woke up feeling much better. In spite of my protests Aunt May made me keep my doctor's appointment in town. She drove me there herself so I couldn't pretend I'd went. After the new doctor, a young Africa American man fresh out of medical school named Edward Whelan, checked me out and gave me a clean bill of health I had to talk with Chief Stacey at the Police Department. Chief Stacey asked me all sorts of questions. Turns out I'd been missing for three days and three nights. I told Chief Stacey I didn't remember a thing. I also learned something very interesting in town during my absence 'Spider-Man' had been busy. He'd foiled several minor crimes and even claimed he'd bring in both our local super powered fugitives Venom and the Green Goblin soon. I had a sneaking suspicion who the imposter was, however it would be a few days before I could test my theory.

My friends all dropped by the house at different times. They were all glad to see me. MJ became my de facto nursemaid. When she wasn't in school MJ waited on my hand and foot. It got so bad I started feeling guilty about it.

Because of my unexplained disappearance Aunt May kept a close eye on my over the next three days. It was only when Aunt May was called away one evening on business, leaving Reilly of all people to watch over me, that I donned the old webs again. After swearing to Reilly he wouldn't get in trouble if something went wrong I headed out after my query. I'd later learn MJ gave Reilly hell when she learned he'd let me go out alone, poor guy.

Once I arrived in town it didn't take long before I found the imposter. How anyone should think this much larger guy was me I'll never understand. Wasting no time I swung down dropkicking the imposter while he was using his own webbing to tie up a couple petty criminals behind the bowling alley, the poor place gets knocked over every other week it seems. Losing his footing the imposter skidded across the muddy group.

"Remember me, the guy whose place you took after leaving me for dead!?" I said angrily landing on the ground near him. "Take off that cheap knockoff of my mask Kraven the jig is up."

"I have no idea what you are talking about." The imposter said.

"Of course you do Kraven." I said.

"I'm not Kraven." The imposter said in a deep menacing voice getting to his feet.

"Fine than who are you?" I said clenching my fists.

"We are the real Spider-Man." The imposter said his outfit morphing into the all to recognizable blackish-blue & white colors of Venom. "We thought you dead when we buried you. This time we'll remove your head from your shoulders for good measure!"

"Not this time Monster", Shouted Kraven the Hunter joining the scene with his twin machetes. "Spider-Man is mine, as is the bounty!"

"We warned you once already hunter, do not interfere our business", Venom said the mouth of his suite ripping open and filling with gleaming teeth & withering tongue, "Spider-Man is ours to kill and ours alone!"

"I have never lost a bounty yet. I don't plan on starting now on your account foul creature!" Kraven said he and Venom squaring off against each other.

I attempted to intervene but both combatants pushed me aside, my upper body impacting hard with the nearby stone wall. While I was recovering from the blow which almost rendered my unconscious Venom and Kraven went at it like two enraged animals. The confrontation was pretty even until Kraven slashed Venom with his blades in retaliation several tendrils of the nano suite, disturbed by the cuts, shot out wrapping around Kraven's arms and legs. Before Kraven could break free Venom reached forward with both hands laying them on Kraven's head he snapped the hunter's neck in one quick, fluid motion.

"Nooooooooooooooooo!" I screamed getting to my feet.

"You're next", Venom said pointing at me with a clawed hand, the wayward tendrils rejoining the nano suite.

"I don't think so." I said picking up one of Kraven's machetes. Looking overhead and recalling the nano suite's three weaknesses Doctor Octavius had mentioned a plan formed in my mind. I had to time this just right if I had any hope of success or staying alive. "C'mon tall, dark and gruesome show me what ya got." I taunted using my free hand to make the 'just bring it' sign the pro wrestler the Rock used to antagonize his opponents in the ring.

It had the desired effect Venom bellowed charging towards my position. When I could almost smell his vile breath I jumped up out of the way. Hacking through the power lines that ran between the buildings I landed on the roof. The severed lines fell down landing in the large mud puddle Venom was now standing in. The resulting explosion of light, sparks and flame was truly a sight to behold. It was far greater than the one when I'd thrown myself into the motel sign about a month earlier. When it was all over Flash Thompson lay naked in the mud puddle, the nano suite having been reduced to black soot floating on the surface.

I then called the police they arrived a short time later. While no one in town was happy about the resulting power outage, it took three days to fully restore the juice to outlying areas. The fact one 'dangerous mutant' was off the streets helped everyone sleep a little easier at night.

Looking down at the dirty pool I couldn't believe it was finally over. The evil of 'Suitey' was no more. I didn't know it at the time but this end was in truth merely a sinister new beginning. Suitey and it's twisted offspring would wreak havoc for years to come.

To Be Continued


	16. Chapter 16

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Fourteen: Genesis of Evil

By

Celgress

"Hello Matt what can I do for you today?" J. Jonah Jameson said from behind his desk. "Wait a minute who let them in here?" Jameson said eyeing the group that accompanied the local lawyer into Jameson's office. It consisted of Spider-Man, Beast, Storm and Night Crawler.

"I'm afraid this isn't a social call Jonah." Matt Murdock said. "I'm here on business."

"What kind of business?" Jameson said his eyes narrowing.

"Rather serious business in fact. My client wishes to bring federal hate crime charges against you." Matt Murdock. "I'm hoping that won't be necessary."

"May I ask which one of these charming, individuals is you client?" Jameson said. He had wanted to say 'creatures' but had thought better of it.

"I represent Spider-Man." Matt Murdock said. I waved at Jameson.

"Jonah if you'll only rescind the bounty you've placed on my client this needn't go any further." Matt Murdock said.

"Never, Spider-Man attacked me!" Jameson said from behind his desk.

"Venom publically confessed to your assault. He's now in custody thanks to Spider-Man. He'll be punished for his actions." Matt Murdock. "Jonah are you aware Kraven the Hunter buried this young man alive because of your bounty?"

"Actually it was Venom, or maybe both he and Kraven I'm really not sure." I interjected.

"Either way do you know how negatively a jury will view such an incident?" Matt Murdock said. "It'll remind many established minorities of the bad old days when lynchings were a common occurrence in certain states."

"Nobody lynched him." Jameson said looking at me with distain.

"They buried him alive Jonah! He could have been killed. In my opinion you're very lucky he wasn't. If he had been you'd be facing an accessory to murder charge right now." Matt Murdock said becoming rather animated.

"Alright, alright I see your point. Fine what do you want besides the bounty rescinded?" Jameson asked.

"A public apology", I said.

"Fine take off the mask the apology is yours." Jameson said folding his arms across his chest.

"I'm not showing you my face." I said.

"If you sign a binding nondisclosure agreement my client will unmask to you and you alone, otherwise no deal." Matt Murdock said.

"Never", Jameson laughed.

"Look", I said. "I'm sorry if I've done anything to offend you Mr. Jameson." I extended my hand Jameson swatted it aside.

"I don't shake hands with people who hide their faces behind masks." Jameson said. "You want the bounty rescinded fine, but that's all you'll get out of me until you stop wearing that getup kid. Now get out of my office all of you!"

"Thanks guys", I later said in the lobby exchanging a series of handshakes with the X-Men and Matt Murdock. "Covering my legal costs means a lot to me, and thank you Mr. Murdock for taking the case."

"Don't mention it Spider-Man." Murdock said. "I hate seeing anyone being downtrodden. Word to the wish try to stay out of Jonah's line of fire in the future."

"I'll see what I can do." I said.

With the bounty rescinded and Venom taken care of I felt a heck of a lot safer. March gave way to April following one last late season snowstorm. My Uncle Ben always called spring snow the 'poor man's fertilizer'. I miss him. One day I'll unmask the Green Goblin and bring whoever is behind the mask to justice, I swear. Slowly the winter snowpack of upstate New York was replaced by the green fields of spring. Spring has always been my favorite season. This year the season would be a challenging one. I knew Aunt May couldn't run B&A Parker Ltd alone. I'd have to split my time three ways between school, being Spider-Man and the family business. Thank goodness school was ending soon.

Cider Falls Police Department

"Hey Venom got a new playmate for you. He's a regular celebrity, make him feel at home okay?" An officer said placing Cletus Kasady in the same holding cell as Flash Thompson. Doctor Otto Octavius occupied the other cell across the narrow hallway, his four mechanical limbs restrained by metal boxes attached to each end. "Don't get to attached he'll only be staying with us until his trial on local charges is over, then its' back to the funny farm in Illinois. Now you play nice kids."

"Don't call me Venom!" Flash yelled at the departing officer.

"Sure thing tough guy, whatever you say." The departing officer laughed, "have fun ladies."

"What are you in for?" Kasady asked.

"Murder, you?" Flash said.

"Same here, so who'd you waste?" Kasady said.

"My old man and some famous hunter guy Kraven I think?" Flash replied sitting on one of the four bunks that lined the walls of the large cell.

"Impressive", Kasady whistled. "I've never iced anyone near as famous as Kraven the Hunter. There was that local weather chick in Cincinnati, but she hardly counts. Hey old man what are you in for?"

"I am a political prisoner." Dr. Octavius said.

"You a revolutionary or something?" Kasady said gripping the bars of the cell.

"How vulgar, I assure you I am no such thing young man." Dr. Octavius said.

"Pity I admire terrorists. We generally share the same world view." Kasady said rattling the bars.

"Which is?" Dr. Octavius said.

"Modern society should be torn down. It is decadent, corrupt, and false. Their view of the Universe meshes nicely with my own. Existence is pointless. There is no right no wrong. Laws are only words written in books by old men who lack the stomach to do what is necessary. The truly free, nah inspired, are those who live by their own rules. Who have superseded slave morality with their own superior personal code of conduct, the will to power." Kasady ranted pacing rapidly around the cell.

"You are indeed insane." Dr. Octavius laughed shaking his head.

"Of course all the true visionaries have all been touched in the head, as the masses say." Kasady said. "I existence in a state of complete clarity, a clarity I'll someday share with the World and then the Universe it is my destiny."

Cider Falls High School, three days later

"I hear Flash is pleading insanity, claims he was possessed by his costume." Kenny "Kong" McFarlane said around bites of fish and fires. Mary Jane and I exchanged a knowing look.

"Now I've heard it all." Eddie said laughing.

"It does sound rather silly." Gwen said.

"I bet you Matt Murdock will get Flash off." Harry said. "My dad says Murdock is the best lawyer in the entire region."

"I kind of hope not", Liz Allen said with a shiver. She'd being setting at our table ever since she and Harry started going steady a few weeks ago. "Venom scares me. I don't want him back here."

"Don't worry Liz." Harry said putting his arm around her. "Even if Murdock gets Flash off the hook for the criminal charges he'll never be back here. They'll likely commit him to some mental institute. He did brutally murder two people after all, plus he buried a third alive. No way they'll let him walk the streets again like a normal guy."

"I hope you're right Harry." Liz said.

"I hope you're right too Harry." I said. "Last thing we need is another unhinged psychopath roaming the streets of Cider Falls." MJ nodded her head in agreement.

Cider Falls Police Department

"Stop doing that", Flash said looking up at Kasady from his bunk.

"Stop doing what pal?" Kasady asked feinting innocence.

"Cutting yourself by rubbing your arms along the rough edges of the bars, it is a very distracting practice." Flash said crinkling his nose in disgust.

"Squamish much", Kasady said licking some of his own blood from a recently opened wound on his right wrist. Kasady's orange shirt shelves were rolled up to his elbows. His exposed forearms were covered with small wounds in various states of healing. Pinching his right wrist he elicited a spurt of blood which he smeared all over his left palm. "Want some Flashie buddy?" Kasady asked offering his left hand to Flash.

"Get away from me you sicko!" Flash growled. Leaping off his bunk the muscular teen pushed the medium sized teen against the cell fall. Kasady sunk to the floor laughing.

Dr. Octavius observed the scene silently thankful he was alone in his own holding cell. Odd Dr. Octavius thought looking at the one small external window, it was located in the narrow hallway between cells opposite the police office door, night had fallen already? Checking the wall clock mounted above the window he saw it was only 4:00 pm. Why was it so dark out? The window surface was black, devoid of all light. With a loud crack the window panes shattered inward. Inky blackish-blue tendrils surged into the room around the bars. On the floor the material coalesced into a withering mass. The mass advanced towards the cell that held Flash and Kasady.

"My other you're alive!" Flash said leaping towards the bars. "You've come back! I'm so happy! Get me out of here partner. Let us reunited, become Venom once again."

Flash had told Kasady all about the nano suite and his exploits as the super villain Venom. Kasady had thought Flash delusional seeing the creature for himself he admitted he was mightily impressed. If a dumb high school jock such as Thompson could kill the likes of Kraven the Hunter imagine what havoc he Cletus Kasady agent of chaos could wreak with the suite.

"You don't want him. He isn't worthy of your magnificence." Kasady said grasping the bars besides Flash, "take my instead. Fill me up. Make me your vessel. Together we'll be an irresistible agent of change."

"Back off Kasady the suite is mine!" Flash said backhanding Kasady who fell to the floor.

The nano suite seemed unsure who to pick. It hesitated in front of the cell. Slowly a tendril reached out touching Kasady's bleeding right wrist, Flash's push had reopened the wound, the material spread over Kasady's forearm before stopping, remaining there for about ten seconds then withdrawing. The withering mass as a whole passed through the bars engulfing Flash recreating the drooling hybrid Venom.

"We should kill you." Venom said glaring down at Kasady. "You tried to prevent our resurrection. However we have better things to do. Be warned if we ever see you again, you'll die." Venom pried the iron bars apart then leaped out of the cell.

"Take me with you." Dr. Octavius pleaded.

"You'll only betray us." Venom said. "We are safer if you remain here, where you belong." Venom tore open the window and escaped.

The next morning at school all anyone could talk about was the escape of Venom from police custody. I couldn't figure it would. How could the nano suite be back? I'd seen it reduced to ashes last month. Whatever the cause may be I knew Venom would be after me again. He'd likely be thirstier than ever for vengeance after I'd nearly done him in. Worse Venom knew I was Spider-Man and didn't set off my spider sense. An early warning system I'd come to rely on in battle. I prayed Venom didn't go after my loved ones. The thought of him terrorizing Aunt May, Reilly, MJ or anyone else I held dear was appalling. I really could use help about now. Sadly the X-Men had gone home to Bayville a couple weeks ago. In truth they had only stuck around long as they had because of Jameson' bounty. Once it was rescinded, and I was out of immediate danger, they'd left town.

Cider Falls Police Department, early evening

"Yes I agree splendid idea." Kasady said sitting on a bunk.

"Time for supper criminal scum", an officer said passing a tray to Dr. Octavius before turning to the gaping hole in Kasady's cell, "C'mon Kasady stop talking to yourself, take your meal so I can get out of here."

Kasady got off the bunk. He inched his way towards the gap in the bars. Calmly he ran his left palm along one of the jagged, broken bars. Blood gushed forth from his wound. Rapidly the blood turned semi-solid covering his hand in red material marbled with black splotches.

"What the hell!?", the officer said reaching for his sidearm.

Meanwhile the material had cover most of Kasady's left arm. Before the officer could withdraw his pistol Kasady's altered left hand encircled his neck. Lifting him off his feet Kasady threw the officer into the bars of Dr. Octavius' intact cell, the impact of Kasady's throw cracking the officer's skull killing him.

Two minutes later Kasady's body had been fully covered by the red-black substance. Kasady was transformed. In his place stood a being with red-black skin, clawed hands, raggedly crescent shaped white eyes, a mouth fully of thin black fangs, withering tendrils randomly shot forth only to be constantly reintegrated into the whole a few seconds later.

"Cletus Kasady is dead, long live Carnage!"

To Be Continued


	17. Chapter 17

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Fifteen: Carnage Rules Part I – Decent into Madness

By

Celgress

"Father it is has been three months since my last confession." The young raven haired woman dressed in blue jeans and a plain white tea shirt said crossing herself. It was eight am an hour before morning services started. "In that time I've committed many terrible sins. I have powers father. I don't want them but I have them. I can manipulate sound. I also often see things before they happen, the future father. My mother says my powers are an affront to God that I'm evil father. I try to be good. I really do father."

In the other side of the confessional Carnage sat slowly strangling the parish priest Father O'Leary with several tendrils. Carnage had already murdered the local seminarian and the visiting priest from Puerto Rico Father Rias along with the pair of elderly nuns assigned to the parish. Carnage listen intently as the young woman detailed her 'sins'.

"Please grant me absolution father. Tell me what my penance is?"

"Ah my child", Carnage said in his best mock Irish accent suppressing a giggle. "I cannot help you. Your mother is right. You're a spawn of Satan all the Hail Mary's in the world aren't going to save your wretched soul."

"A spawn of Satan?" The young raven haired woman squeaked in dismay. "Please father I'll do whatever you say, help me."

"My advice is give in, accepted your destiny be evil my child." Carnage said finishing with Father O'Leary whose body softly slid to the floor.

"Never, I want to be good father. I am good."

"We all do at first my child. Life doesn't work that way. Some of us are born under a dark star. I sense you are once such lost soul, don't resist. You can't fight the future child. Let me show you the true face of evil." Carnage said tearing down the partition between them.

"What are you, a demon from Hell!?" The young raven haired woman screamed.

"Close", Carnage said.

"Are you going to kill me?" The young raven haired woman asked cringing in fear.

"I have something, better in mind my dear." Carnage said. "I sense great potential in you. Your restrictive upbringing has led you to repress a great deal of emotions, impulses, beside the true extend of your powers. You're on the verge of developing multiple personality disorder in fact. Worry not I can help."

"How?" The young raven haired woman said getting as far away from Carnage as the confined space would allow.

"By breaking down your inhibitions", Carnage said a long, thin tendril snaked off his arm. The appendage targeted the young woman's right eye. In it slithered into her eye socket following the same general pathway a needle performing a lobotomy would. When it withdrew a several minutes later the young woman's skin had turned a grayish-white, both eyes glowed a sickly yellow.

"How do you feel my dear?" Carnage asked.

"I feel vengeful!" The transformed young woman said.

"What should I call you?" Carnage said eyeing his handiwork.

"Call my Shriek."

"I like it. How about you and I paint the town red Shrieky?" Carnage said offering his hand.

"I'd love to." Shriek said taking it.

Cider Falls High School, two hours later

"All students please assemble in the gymnasium at once for an important announcement." Carnage said over the PA system. Several people lay dead at his feet, including the secretary who usually operated the system. Nearby Shriek removed the secretary's stylish, knee high, patent black leather boots.

"What are you doing?" Carnage asked.

"They look go on my, no?" Shriek asked modeling the boots.

"Sure do babe, they sure do." Carnage said giving her a toothy grin.

I had no idea what the special assembly was about. My group sat down. We waited along with everyone else. A few minutes after everyone had arrived the doors flew open a bloody body was propelled inward. Everyone screamed. A strange red & black creature and a grayish-white skinned woman with glowing yellow eyes entered the gym.

"Stop screaming!" Carnage yelled leaping up to podium on which a microphone was mounted. "Or I'll start ripping heads off!"

"I like your outfit." Shriek said pointing at Liz Allen who was dressed in black pants and a purple tea shirt. "Give it to me."

"Better do as she says." Carnage warned. "Or your boyfriend dies next." Carnage's left hand morphed into a double bladed axe shape. He pointed it at Harry who was seated next to Liz.

"What is the meaning of this?" One of our teachers asked approaching the podium. "Who are you creatures?"

"I'm Carnage this is my partner Shriek." Carnage said. "And you're dead." A bundle of spear shaped tendrils shot out of Carnage's right arm impaling the teacher through his chest, blood flew everywhere, people again screamed. The tendrils withdrew leaving the teacher dead on the floor. "Clean up in aisle three." Carnage laughed, nobody reacted expected to cry. "C'mon that was gold people, hmm tough crowd."

"Your clothes, now", Shriek said to Liz.

"Come on up here, don't be shy princess." Carnage said.

"Leave her alone!" Harry demanded.

"One more word you're dog chow pal!" Carnage screamed.

"Its' okay Harry." Liz whispered getting to her feet.

"You have a sweet little body girl." Carnage said looking at Liz as if she was a piece of meat and he a starving wolf. "Nice tight curves just the way I like them. Take off your clothes princess, slowly. Do a nice striptease for us."

I had to stop this regardless of the consequences for my secret identity. They'd already killed two people, maybe more. Before I could act Venom appeared out of nowhere. He jumped onto the podium confronting Carnage. Liz used the distraction to run away as did several other students while Carnage's & Shriek's attention was focused on the newcomer.

"Hi pops." Carnage said looking at Venom.

"Pops?' he called Venom pops, interesting.

"You have been given a gift beyond measure yet you use it to terrorize defenseless innocents!" Venom roared obviously enraged.

"Quit your moralizing Thompson." Carnage laughed. "You used it to off your dad and that Kraven guy."

"They were far from innocent or in the case of Kraven defenseless." Venom retorted.

"Back off", Shriek said zapping Venom with a blast of energy from her hands. The top half of the nano suite peeled off Flash who fell to his knees in pain.

"I see you've met Shriek she's my new partner oh and girlfriend. She's devoted to me. She doesn't like anyone threatening my safety. I should also mention she can manipulate sound waves, neat trick huh?" Carnage said.

"Rather dangerous for you to be hanging around somebody with her talent, don't you think?" Flash said the nano suite once again covering his upper body.

"Not at all pops, hit me babe." Carnage said.

"Are you sure honey?" Shriek said hesitantly.

"Do you trust me?" Carnage said grinning.

"Always", Shriek said grinning back.

"Give me your best shot." Carnage ordered. Shriek hit Carnage with not one but two blasts of concentrated sonic energy neither of which seemed to visibly affect him in anyway. In fact he remained in the same spot as before the attack.

"See pops high frequency sound isn't a problem. I can listen to all the death metal I want, unlike you." Carnage said picking up the fully restored Venom throwing him across the gym.

By now everyone expect me, Mary Jane and the terrible trio had fled the gym. Looking at MJ I smiled sadly. She smiled back at me then nodded.

"Go, be a hero", she said.

Once I made sure MJ was safe I suited up. I'd been wearing my suite to school under my street clothing since the earlier incident with Venom. Jumping into the fray I confronted Shriek & Carnage.

"Hi there I'm your friendly neighborhood Spider-Man. I hear you two have been naughty."

"Back off bug", Carnage said swatting me away with a large tendril. "This is a family affair between me and pops."

"I'll keep him away from you honey." Shriek said eyeing me, her hands sparking with building bubbles of yellow energy.

"Can't we talk about this like civilized people?" I asked Shriek replied by blasting a series of energy shots at me all of which I dodged. At least my spider sense was working on her if not Carnage, yes. I scored a drop kick on Shriek then quickly webbed her up.

"Yuck what is this stuff?" Shriek said struggling against the cocoon. "Carnage I could use a little help here honey."

Half way across the gym Carnage and Venom were rolling around on the floor wrestling. Venom was clearly getting the worse of it. Though he had the broader, more muscular frame Carnage seemed by far the stronger of the two. Pinning Venom to the floor Carnage gloated.

"Weren't you going to kill me next time we met?" Tendrils of Carnage's costume slid under Venom's own violently ripped the inky blackish-blue material from Flash's skin. My old bully screamed in pain. "Guess I'll be doing the killing around here huh pops?"

Completing the cocoon encasing Shriek, who fell to the floor withering around to get free, I made my way across the gym. Landing besides the brawling sentient suite wearers I covered Carnage's head in webbing. What happened next was unprecedented. I heard muffled laughter followed by several tendrils throwing me across the gym into the bleachers.

"You pathetic fool", Carnage said using his razor sharp claws to cut my webbing off his eyes before slurping down the remnants with his mouth. "My suite can relay sensory information to my brain from any angle. You can't sneak up on me no matter how stealthy you are, or imped my perception via conventional means." Getting off Venom he threw a series of short, blade shaped projectiles made out of the same substance as his outfit at me that I just barely avoided.

"You're full of tricks eh Carny." I said firing ropes of webbing at Carnage he easily avoided connecting with each.

"You don't know the half of it bug boy." Carnage said firing back several projectiles of his own. "I'll draw and quarter you. Then I'll burn your entrails, drink your blood. I'll feast upon your….." Carnage never finished his statement Venom tackled him to the ground. "Get off me you annoyance!" Carnage bellowed monkey flipping Venom through the podium where our battle had started. Venom landed not far from the still struggling Shriek. "Now where were we buggy?"

I used the opening Venom's tackle created to hit Carnage over the head with a plank from the now broken bleachers. It snapped in two on contact however it didn't faze my opponent he merely laughed, again. What was this guy made of?

"My turn", he said morphing his hands into two hammers. He swung them around wildly eventually smashing one into my gut. I keeled over. He'd knocked the wind out of me. I got up in time to take a second blow. This time he hit me in face. I hit the floor for the third time.

Struggling back to my feet I realised I was getting nowhere fast. At this rate I'd be comatose or dead before I put a dent in Carnage. I wonder. He certainly wasn't weak against sound. What about electricity and heat? Looking around the gym I didn't see anything I could readily use to generate either, drat.

"You'll be my first." Carnage said slowly stalking me around the gym floor like a predator would it's injured prey.

"Excuse me?" I said holding my aching torso.

"My first celebrity kill." Carnage said. "You're no Krazen the Hunter, still got to start somewhere I suppose. Tell me Spider-Man you know the Scarlet Spider? Is he your brother or something?"

"Actually I used that identity before I became Spider-Man." I said.

"Ah you were the one who caught me after I wasted those two elderly store owners last time I was here." Carnage said.

"Wait a minute you're Cletus Kasady?" I said floored by the reveal.

"I was", Carnage said his fearsome living mask briefly pulled away showing the wild eyed human face of Cletus Kasady. "Now I'm so much more." Carnage finished his mask slipping back into place. "Any last words before I end your miserable life insignificant insect?"

"Look behind you." I said pointing in that direction.

"Huh?" Carnage said a spilt second before Venom smashed what was left of the podium over Carnage's head.

More out of surprise than anything else Carnage lost his balance hitting the floor. I emptied my web shooters onto the Carnage containing pile of debris. Venom seeing what I had planned added his own webbing to the mass. Our dual effort might very well have trapped him if Shriek hadn't chosen that exact moment to free herself from my earlier cocoon. She blasted both Venom and then me with her sonic attack. My ears were still ringing hours later. She then helped Carnage free himself from the improvised prison.

"I hear sirens." Shriek said. "We better book honey."

"Good plan babe don't want the fuzz running our fun not that they could. Besides I have something special planned for the local pigs, but it'll take time to set up. I'll squash these bugs later." Carnage said glancing at me and Venom.

To Be Continued


	18. Chapter 18

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Sixteen: Carnage Rules Part II – Convergence

By

Celgress

"Flash wait!" It was no use Venom had already gone leaving me to face the Cider Falls Police Department alone. I heard both boors opening followed by the footfall of many feet. I resigned myself to my fate. I put up my hands knowing the drill.

"Freeze", Chief Stacey said. "Spider-Man what are you doing here? We received a call stating the high school was under attack my two unidentified hostile mutants, a male and a female."

"It was Venom was also here." I said.

"Where are they now?" Chief Stacey asked.

"Escaped", I answered.

"Can you tell us what exactly happened here Spider-Man?"

"Um if you tell your officers to lower their weapons I'll be more than happy to answer any questions you may have." I said noticing every gun in the place was trained on me.

"Of course sorry about that Spider-Man, stand down people!" Chief Stacey ordered putting away his service revolver along with the other officers. "Now what exactly happened here?"

Highway outside of Cider Falls

"Finding you people certainly was a lucky break, right Shrieky baby?" Carnage said from his position sitting next to the middle aged male driver of a minivan.

"Truly a lucky break", Shriek said putting her arms about the twin boys sharing the backseat with her. In the middle seat their mother and older sister cringed in terror.

"W-What do y-you mutants want?" The father managed to stammer.

"World peace", Carnage said eliciting a giggle from Shriek. "Until then a lazy country drive will do. Anyone have a cell phone I can use?"

"Here you go", the older sister said handing Carnage her phone.

"Thanks princess I'll kill you first as a reward." Carnage said.

"What!?" The older sister said in shock.

"You heard me. Pull off the road dad." Carnage said dialing a number. The father did as he was told parking the minivan along the shoulder.

"Nine One One I'd like to reporter a multiple murder, sure I'll hold." Carnage said grinning.

"I like your outfit." Shriek said eyeing the older sister's ensemble.

Cider Falls Police Department, an hour later

"He invented it." I said pointing at Dr. Otto Octavius.

"Alright Dr. Octavius I want to have a word with you." Chief Stacey said his expression grim. "Did you or did you not create the nano suite Flash Thompson is using as Venom?"

"I refuse to answer on grounds of possible self-incrimination", Dr. Octavius said from his cell.

"Look people are dying in droves out there anything you say is strictly off the record." Chief Stacey said. "We need to know what we're dealing with."

"Ah I assume you've located Carnage." Dr. Octavius said.

"No, but we've seen plenty of his handiwork. He chopped up six members of the clergy over at the local Catholic Church followed by our local rabbi at the Jewish temple." Chief Stacey explained with a shudder.

"How do we stop him?" I said grabbing the bars. "High frequency sound doesn't affect him like it does Venom."

"A mutant strain of nanites no doubt." Dr. Octavius said rubbing his chin.

"Carnage also doesn't us the term we rather he says I when talking." I continued.

"Have the nanites been damaged in anyway?" Dr. Octavius asked.

"They received an extremely high electrical shock about a month about ago." I replied sheepishly. "It reduced the suite to ashes, a state it only seems to have recently recovered from."

"Of course it explains everything." Dr. Octavius said folding his human arms across his chest.

"Mined sharing", Chief Stacey asked.

"Not unless I get something in return." Dr. Octavius said smiling smugly.

"Name your price Dr. Octavius." Chief Stacey said his face an unreadable mask.

"Chief you can't seriously be considering…." I began only to have Chief Stacey cut me off.

"Stay out of this Spider-Man. Trust me I know what I'm doing."

"I'm glad to see you are a reasonable man after all Captain Stacey. Release me I shall share my knowledge of Carnage with you."

"Assuming you actually possess any." Chief Stacey said quirking an eyebrow.

"Rest assured I do." Dr. Octavius said.

"Prove it", Chief Stacey said getting as close to Dr. Octavius as the bars would allow.

"I'll do no such thing until my release."

"I won't release you until you give me a good reason. I don't think you know anything about Carnage at all Doc. I think you're just playing me."

"I know plenty."

"I doubt it."

"The nanites have obviously entered Mr. Kasady's blood stream, bonding with his leukocytes or white blood cells." Dr. Octavius explained. "They've imbued his blood with an amazing auto-immune response."

"You're saying the suite is basically his immune system increased a thousand fold?"

"An extremely crude analogy, however in essence you are correct", Dr. Octavius confirmed while straightening his glasses.

"Any ideas how to combat it?" Chief Stacey asked.

"Fire may wait, you tricked me!" Dr. Octavius yelled gripping the bars.

"Thanks Doc lets go Spider-Man." Chief Stacey said leaving the holding cell area.

"See you later Dr. Octavius." I said giving him an okay sign.

"One day you'll both pay for every indignity you've heaped up my person." Dr. Octavius declared.

"Chief we got a call has been another multiple murder." A female officer said when we returned to the office wing of the Police Department.

"Where is the scene located?" Chief Stacey asked.

"A couple miles outside of town a family of five in a minivan, they've been chewed up pretty bad by all reports." The female officer said looking sick.

"Carnage & Shriek related?"

"It certainly looks that way Chief."

"Alright get a team out there at once. I want the entire area canvassed. I don't want them escaping again if we can help it."

"I'll give the order right away sir." The female officer said picking up the dispatch phone.

Chief Stacey headed to his office. I followed close behind. When we were inside he shut, then locked the door and lowered the blinds that hung on the window built into the wall. We now had complete privacy. Turning on the small desk lamp Chief Stacey sat down.

"I knows its' you Peter. You can take off that silly mask now."

"I'm not…."

"Can it kid I know your Spider-Man, don't deny it. You do us both a disservice with your continued lies."

"How'd you figure it out?" I groaned removing my mask.

"It wasn't difficult. The question you should be asking is what I plan on doing about it?"

"Please don't reveal my identity. If it becomes general knowledge everyone I care about will be in jeopardy." I pleaded.

"Including your close friend my daughter, I know." Chief Stacey said taking a long drink from his coffee cup. "Don't worry Peter I have no intention of making your secret identity public. I am however disappointed. Why didn't you come to me when you first discovered your powers? Why play hero when you know how many people in our community feel about mutants in particular and meta humans in general?"

"Because I was afraid at first", I admitted. "I didn't know who I could trust. I didn't want to risk being sent away."

"Does you Aunt May know?"

"No, Uncle Ben knew."

"My God Peter did the Green Goblin kill your Uncle Ben because you're Spider-Man?"

"I don't believe so, though I can't be one hundred percent sure until I discover the Goblin's true identity. I've received no indication Green Goblin knows who I am behind the mask."

"You're uncertain, there's a chance he could know who you are?"

"I guess so."

"I shouldn't be telling you this Peter, but I feel you deserve the truth. My investigation has linked the designs of the weapons used by the Green Goblin with military grade prototypes created at Oscorp Industries. Thus far both Norman Osborn and Roderick Kingsley have denied any knowledge of a possible connection between the Green Goblin and the company as has Dr. Octavius. I'm holding him here on possession of dangerous weapons charges, those freaky metal limbs of his, hoping he'll crack."

"I figured as much. I've encountered both the Green Goblin and Dr. Octavius at or near the Oscorp complex in the past. Octavius even accidentally admitted he and the Goblin worked together at least once, on the nano suite project."

"Which led to the creation of Venom and our current public safety threat number one Carnage?"

"The same", I said smiling weakly.

"Alright I'm letting you go." Chief Stacey said getting up and unlocking the office door. "On the condition you keep in closer contact with the Department from now on. I'm going to put in a call to the Vault. Explain our situation see if they can bring any resources to bare."

"I'll do the same with the X-Men." I said putting my mask back on. "Perhaps they can help us out."

"Its' worth a try, keep in touch." Chief Stacey said waving me out of his office.

It turned out the X-Men were away on some mission, just my luck huh? I explained the situation to Beast who told me he'd get me help ASAP. I sure how he makes it fast, if not I could be in serious trouble. Heck who am I kidding? I am in serious trouble already.

The latest crime scene was a mess, blood was literally everywhere. When I arrived the police already had the area roped off. I spotted the gore encrusted, dismembered remains of child's teddy bear on the ground. What kind of monster could do such a thing? I wondered mortified by the very thought, the same kind who would blow away a frightened, defenseless old man in front of me. I knew at that moment I had to bring Carnage and his new gal pal in no matter the cost. The only question was how?

I spent the remainder of that day and night searching high & low for the gruesome twosome. Wherever they'd run off to I couldn't find them. It was well after eleven pm when I got home. Aunt was frantic, as usual, both she and Reilly had been glued to the local news which had been covering Carnage's murder spree non-stop. There was even talk the Avengers might be called in unless Carnage was apprehended soon, imagine that the Avengers in Cider Falls.

Once Aunt May had finally gone to bed I enlisted Reilly's help in the old, disused barn. We spent several hours brewing up a large batch of incendiary webbing and another of explosive goop. Reilly was feeling under the weather so I finished making the goop myself. He hadn't been feeling up to par the last couple of weeks come to think of it. I hope he wasn't coming down with a late season case of the flu. Either way there'll be plenty of time to worry about Reilly's health after I finish off Carnage.

Near Simpson Swamp

Ever since Spider-Man had busted up the convey last autumn Fisk Industries had been dumping their toxic waste one tanker truck at a time under the cover of darkness in the wee hours of the morning. The driver never saw it coming. Moments before he would have reached his destination a red & black figure loomed up out of the shadows. Smashing through the windshield Carnage tossed the unlucky man out onto the road where he was run over by his own truck. Carnage then took control of the big rig stopping to pick up Shriek.

"A chemical tanker what could you possibly want with this honey?" Shriek asked a look of confusion on her face. She was sporting a new black tea shirt and matching black pants lifted from her latest victim, the older daughter of the family she and Carnage had brutally murdered that afternoon.

"An experiment Shrieky baby", Carnage said doing a u turn in the road. "I've always wanted to cause a toxic chemical spill. See if the effects on a town are as devastating as the experts would have us believe."

"Sounds like fun", Shriek said smiling.

"Trust me, it'll be a gas." Carnage laughed. "Get it a gas?"

Stacey Residence

Gwen Stacey knew her father would be upset once he learned the truth. Although he wasn't as virulently anti-mutant/meta human as most of the prominent citizens in town, thanks to him being fully aware of his daughter's mutant powers which had begun manifesting at the age of twelve, he was still against vigilantes in spite of his apparent affinity for Spider-Man. She only hoped someday he'd understand why she became the Black Cat. She couldn't stand by allowing Carnage and his partner Shriek to terrorize the people of her town, not when she had the power to do something about it. This was her home she must help protect it.

Over the winter she'd carefully crafted herself a black body suite with white glows. She'd made a matching black mask with a built in white wig and attached lens that could be switch between night vision & normal view. Gwen kept her natural hair in a short, spikey pixie type cut so pulling the mask over her head wasn't that much of a problem. She'd even managed to scrounge up a grappling hook complete with gun. The things you could find when you were the kid of a police captain. Tomorrow night the Black Cat would prowl. Gwen only hoped it would be soon enough.

Oscorp Industries

Norman Osborn was pulling another solo all-nighter. Since the appearance of Venom a month prior he'd been pouring over every scrap of data in the Oscorp systems concerning Project Facsimile, Dr. Octavius' nanite based pet project. Now with the recent addition of a second, more dangerous, obviously nanite created monstrosity Norman had redoubled his research efforts. True Dr. Octavius had attempted to encrypt his personal project files however when upgrading the servers, before taking the company public then global three years ago, Norman had insisted on a sophisticated de-encryption program being implanted which only he and Roderick Kingsley knew about it. No data created on, received by or transmitted via Oscorp work stations could be hidden from him. Ah so Octavius' little creations did have a few weaknesses after all Norman thought grinning at the latest data set displayed on the screen. This looks like a job for his alter ego, the Green Goblin. Nobody terrorizes this town expect him.

Cider Falls, morning

Armed with an old backpack full of goodies I headed out on my search for Carnage & Shriek. The town might been under lockdown, school, government and businesses shutdown until the emergency passes by municipal order, but such restrictions don't apply to your friendly neighborhood Spider-Man. The down town core was as eerily quiet as the outskirts. C'mon Carnage where are you hiding? Thankfully, unlike her boyfriend, Shriek set off my spider sense. There she was standing in the middle of Main Street next to a fishtailed tanker truck and Carnage was right next to her.

"We meet again." I said drop kicking Carnage cross the street.

"Bug boy ready to die I see." Carnage laughed jumping to his feet tossing a flurry of small spears my way.

"You'll regret interfering in our business again." Shriek said sending a blast of concentrated sonic energy at me. Avoiding contact I swipe kicked Shriek knocking her down. Using my normal webbing I stuck her firmly to the ground.

I then sprayed Carnage with a layer on incendiary webbing and tossed. My concoction had the desired effect. Carnage burst into flames. Squealing in pain Carnage flailed about.

"Something can hurt you I see." I said pulling one of the goop bombs from my backpack. I throw it at Carnage. Hitting his chest it produced a small explosion of flame that knocked Carnage off his feet. Unfortunately the blast, which had inadvertently extinguished most of the already established fire, didn't keep Carnage down long. In a matter of seconds he was up again and mad as a hornet. The bare patches of skin on his head and chest were soon covered by a fresh layer of red-black material.

"Close but no cigar!" Carnage said, "My turn bug boy, eeeeeeeeeiiiiiiiiiiiiiiihhhhhhhhh!" Carnage convulsed in agony.

What just happened? I thought. Hearing a sickeningly familiar whirring noise I looked overhead. The Green Goblin was here more importantly he was attacking Carnage by peppering the crimson killer with repeated blasts from his energy gauntlets! What the heck?

Carnage threw a massive spear into the underside of the Green Goblins glider. The spear punctured the flying contraption. Leaping off before it crashed Green Goblin tossed a pumpkin bomb at Carnage who batted it towards the tanker truck. Oh boy time to get out of here! I thought booking. Green Goblin did the same followed by Carnage who snagged Shriek on his way out.

The side of the tanker exploded neon yellow slime gushing out. The foul liquid washed down the street in torrents. No it was headed directly for the law offices of Matt Murdock! Worse Murdock and his wife Milla were in the path! What were they even doing here? I couldn't think about that now I had to save them. I made my way from building to building fast as I could. At times like this I wished I lived in a big city with taller buildings so my swings could cover greater distances faster. I proved two late both Murdocks were caught up in the tide of toxic waste before I could intervene. I failed, again. I stayed with the Murdocks, comforting them, until the authorities arrived. I explained to Chief Stacey what had happened including the reappearance of the Green Goblin. He told me the Guardsmen would arrive in two days, until which time we were on our own.

I spent the next few hours scouring the town and surrounding area for any sign of Carnage, Shriek, Venom or the Green Goblin without any luck. I was about to head home when I hear that accursed whirring. I prepared to fight.

"Spider-Man I haven't come to fight you." Green Goblin said landing besides me on his clearly repaired glider. "I come with a proposition."

"I'm flattered but I don't swing that way." I joked through gritted teeth.

"Cute, however I have something less personal in mind. The threat posed by this creature, Carnage, is more than either of us can handle on his own."

"An alliance?" I wondered aloud incensed by the very concept of working with the man who'd killed Uncle Ben. "Know what Goblin why don't you go straight to….." I then remembered another of Uncle Ben's many pearls of wisdom. 'Sometimes you have to dance with the devil to save the righteous.' "On second thought I'm in. However the minute Carnage is dealt with our alliance is over."

"Agreed", Green Goblin said, "want to shake on it?"

"If its' all the same with you I'll pass." I said frowning beneath my mask at his outstretched, purple gloved hand. "Enough beating around the bush tell me what your plan is?"

"I thought you'd never ask." Green Goblin said barely supressing an insane sounding laugh. Uncle Ben I hope I'm doing the right thing.

To Be Continued


	19. Chapter 19

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Seventeen: Carnage Rules Part III – Absolution

By

Celgress

"In the nightlight, do you still feel your pain? For the valor you waited never came. If you were able, would you go change the past to mend a faux pas with one last chance?"

Dreams of an Absolution (2006) Sonic the Hedgehog – Silver's Theme

I couldn't believe it. Why had I agreed? Here I stood in an abandoned warehouse, one of three, on the outskirts of Cider Falls loaded with drums of forty year old, unused, napalm! The content of the site was one of the dirty little secrets of my home town. Rumor has it that in the waning years of the Vietnam War then head of the company that would become Oscorp Industries Ezekiel Osborn, a staunch conservative, had signed a classified contract with the Federal Government to house the stuff until it could be disposed of safely. Over the ensuing decades the facility and the hazardous material had passed into local legend. A simple electrified fence and warning signs dissuading the curious. Theorizing the extreme heat produced by igniting the napalm en masse should prove more than sufficient to incapacitate Carnage's living costume Green Goblin had wired up the entire complex to explode in forty minutes, that was over thirty minutes ago. My job was to keep Carnage occupied once Green Goblin lured him here until escape was impossible, lucky me.

Standing in the open front door of the middle warehouse I looked up at the rapidly darkening sky. I wondered would this by the last time I'd see the stars. I briefly remembered how upset Mary Jane and Reilly had been when I went back home to tell them my plan and say my goodbyes just in case I didn't make it. MJ had taken it especially hard. She had become hysterical yelling at me that I was being selfish. I told her I was being anything but I was thinking of the town, of her. She asked me what about us. What about our happiness. I had no answer. Reilly had asked me what he was supposed to tell our Aunt May if I didn't come back. I told him to tell her the truth, hard as that would, once the funeral was over. I owed the woman who had been like a mother to me that much. I made a video recording with one of my digital cameras for Aunt May. Telling Reilly it was only to be played after he told her the true circumstances surrounding the recent months of my life and my untimely death. Neither MJ nor Reilly understood why I needed to face Carnage again, how could they?

I heard the whirring sound produced by Green Goblin's glider. I glanced at the synchronised watch under my right glove, roughly seven minutes left. Damn Green Goblin could you cut it any closer? I soon saw my 'partner' flying low towards my position. He was being chased by Carnage and Shriek. Hoping Green Goblin could keep Shriek off me I made my play.

"Yoho over here!" I yelled waving me hands in the air.

"Bug boy", Carnage said running towards me. "You've been a thorn in my side far too long. Shrieky Baby be a dear take care of the flying freak, I'll dissect bug boy."

Yes, he's falling for it hook, line and sinker. Now if only I can survive about six minutes tangling with him. Carnage jumped on me we rolled across the floor deep into the warehouse.

"I'll enjoy eating your skin." Carnage said trying to bite my neck after landing on top of me.

"Enjoy this instead Hannibal the cannibal." I said unloading a stream of webbing down his gullet. Once his mouth was full I kicked him off me.

Scrambling to my feet I dodged an intense shower of darts from Carnage who had also regained his footing. Swallowing the last of my webbing Carnage flashed me his horrible jack-o'-lantern grin. "You and you're new friend will never defeat me. Don't you understand I am the ultimate insanity? No physician can explain me, no cell can contain me, no device can restraint me and no one can stop me. I am your nemesis. I am your nightmare. I am the sum of all your fears. I am chaos! I am eternal!"

"Better to light a candle than curse the darkness." I said dropkicking Carnage back several steps. He grabbed my left leg. Twirling me around Carnage threw me into a stack of crates half way across the huge warehouse. Outside I could faintly hear Green Goblin and Shriek fighting.

"A candle won't pierce my darkness." Carnage laughed pulling me to my feet before kicking me into another stack of crates. He then repeated the action twice more. Picking me up yet again Carnage dangled me high overhead by my right wrist. "I'm almost sorry it is over. Say que sera sera all good things must end, all things in general actually. Tell me bug boy what do you want on your tombstone, assuming I leave enough of you to bury?"

A pair of white gloves with embedded sharp claws tore through Carnage's white, crescent shaped eyes. The super powered psychopath roared in pain dropping me to the floor. The tendrils of his suite lashed out in all directions. A black boot impacted with his upper body sending Carnage skidding across the cement floor.

The new arrival then helped me to my feet. "Who are you?" I asked, looking up at the black clad, feminine figure with long silver-white hair through unfocused eyes.

"A friend", she said in a husky, yet oddly familiar voice I couldn't place. She put her arm around my shoulder. "Call me Black Cat."

"Wait", I said rolling up my right shelve. Dammit there was still a bit under three minutes left. "C-Can't, w-we can't leave yet?"

"Why ever not?" Black Cat asked sounding alarmed. "That creature will be on us before we know it."

"Leave if you want." I said pushing her away. "I have to keep him here for the next three minutes." I said shaking the cobwebs out of my head.

"I can't abandon you in your condition. You don't stand a chance against Carnage."

"Thanks ah Black Cat is it, but I can handle myself."

"Sure you can. You were doing such a great job before I happened along." Black Cat said hands on her hips.

"Enough of your bickering!" Carnage screamed jumping between us. He swatted Black Cat away. He then zeroed in on me. His ugly face more fearsome than ever. He was obviously pissed off by Black Cat's sneak attack. "Once I shish kabob you bug boy I'll skin you're little friend alive!"

"Not if we rip you out of that cheap imitation of our other first." Venom said tackling Carnage out of nowhere. The two crashed through a stack of crates.

"Pops you're back!" Carnage said pushing Venom away. "I thought you'd chickened out left town."

"We do not fear you!" Venom bellowed.

"Brave but foolish", Carnage snickered.

Glancing at my watch I saw two minutes remained. Could I count on Venom to keep Carnage occupied? Should I allow Venom to perish along with his unwanted offspring? I froze. I didn't know what to do. Hearing sounds of fighting by the door I looked in that direction. Green Goblin and Shriek were brawling dangerously close to the warehouse. If a random bolt from either of them set off the trap early we'd all be toast. Dragging Black Cat to her feet I limped towards the door.

Once outside I webbed up Shriek, who was distracted by the aerial antics of Green Goblin at the time. I hoisted the cocooned female villain over my shoulder. There was now a minute left. Making a decision I feared I'd later regret I called out.

"Flash get out of there, its' a trap the place is going to blow in less than a minute!"

"You fool!" Green Goblin yelled painfully zapping me from above. "If Carnage escapes it is your fault!"

I collapsed to the ground Shriek falling on top of me. "I don't care. I couldn't let Venom die in there, in spite of what he's done. One unnecessary death is one to many. Of course you wouldn't understand that." I struggled back to my feet.

"Leave him alone!" Black Cat said putting herself between me and the wrathful Green Goblin. "Can't you see he's badly hurt already?"

"Fine, between you be it." Green Goblin said taking off into the night sky. "Next time we meet I'll destroy you both."

"Pleasant man", Black Cat said sarcastically.

Meanwhile Carnage and Venom had been brawling towards the doorway. Venom was the closer of the two with a mighty punch to the jaw Venom sent Carnage stumbling back several feet. Seeing there was only ten seconds left I picked up a rock hitting Carnage in the face with it Black following my lead did the same.

"Run", I said. The three of us, plus the immobilised Shriek, who I dragged along, put as much distance between us and the complex as possible. Glancing over my shoulder I saw Carnage almost reach the doorway the instant a massive fireball engulfed the building. A rapid succession of three huge explosions reduced the complex to a fiery ruin. The concussion wave knocked us to the ground. I blacked out.

When I came to the authorities had arrived on the scene. Venom was gone and the police had taken both Shriek and a badly burned, barely breathing, unconscious Cletus Kasady, who they'd found in the rumble, into custody. Following a round of general questions Chief Stacey took me and an uncomfortable looking Black Cat aside.

"Peter promise me you'll look after my fool daughter, who insists on playing masked super hero with you." Chief Stacey said eyeing Black Cat.

"I'm not…." Black Cat offered feebly.

"Can it Gwenie." Chief Stacey said shooting her a no nonsense look.

"He's Peter Parker?" Black Cat asked.

Wait Black Cat is Gwen, go figure. "I promise your daughter is safe with me Chief."

"I sincerely hope so. Now if you'll excuse me there are official matters need attending. I'd recommend you both get out of here before the press arrives."

"What about Carnage? If Dr. Octavius is right that the nanites have bonded with Kasady's blood there's a strong chance he could regenerate his suite once he regains consciousness." I said worried.

"A special crisis team from SHEILD is on their way from New York City. The helicarrier should arrive within the hour. They'll be taking the prisoners off our hands. Don't worry they've been informed of Carnage's possible regenerative capabilities and have put in place appropriate counter measures. Now go you two, scram before Jameson tries to pin this stuff on either of you and I have to beat him up." Chief Stacey said with a wink.

Prior to heading home I found a secluded area where I and 'Black Cat' could have a much needed talk. I took off my mask. Gwen did the same. "You really are Gwen, huh?"

"Yup", Gwen said, "and you're really Peter. So who else besides my dad knows about you? I mean your dual identity."

"Just MJ, my cousin Reilly & now you."

"I'm kind of hurt you shared your secret with them but not me or the rest of our friends."

"I didn't do it on purpose." I replied defensively. "MJ learned my true identity because of the nano suite Flash now wears as Venom same goes for Reilly."

"I don't understand, what happened?"

"I had to tell MJ after I attacked her while under the influence of the thing."

"The suite?"

"Yes the suite, it has a mind of it's own an evil, hateful mind."

"Is that why Venom calls himself 'we' rather than 'I'?"

"Yes, after I got the thing off me and told MJ the truth it briefly latched onto Reilly. At first he thought the powers it gave him, copies of my own, were fun until it drove him mad. He nearly killed me under it's influence."

"How dreadful", Gwen said with a gasp.

"I tricked it into returning to me. I then thought I'd destroyed it, guess not huh."

"What about my dad? How'd he find out?"

"He worked it out on his own I guess. I wasn't even aware he knew until yesterday when he took me into his officer and told me."

"Wow must have been scary." Gwen said her eyes going wide.

"It was at first. I had no idea if I was being arrested or what exactly. Do you forgive me?"

"Sure, if I can be your partner?" Gwen said smiling slyly.

"No fair you have me over a barrel." I said in mock protest.

"Take it or leave it." Gwen said folding her arms over her chest and giving me her trademarked serious look.

"Not the dreaded serious look." I said putting up my hands in defeat, "partners?" I said offering my hand.

"Partners", Gwen said with a grin pulling me into a sisterly hug.

My sixteenth birthday was the following week. It was a bittersweet occasion. On the one hand it was my first birthday since becoming Spider-Man on the other hand it was also my first birthday since losing Uncle Ben at the hands of the Green Goblin. I had a big party, took MJ out on a date that weekend and generally had a good time however in the background my failure to apprehend Uncle Ben's murderer loomed large in my mind. I knew I could never tell Aunt May my secret until or unless I bring Green Goblin to justice. Until that day my shame won't allow me.

On the positive side I now had four people I could discuss my super hero related problems with, one of them being a super hero herself. The only fly in the ointment was I sensed MJ becoming jealous of all the time I spent alone with Gwen. Gwen and I each assure MJ she had nothing to worry about that we were merely partners, Gwen being committed to Eddie and me to MJ, I don't think our assurances did much good. I had no idea how to redress the situation. It wasn't as if MJ could take Gwen's place by my side fighting crime. What to do what to do?

I heard Matt and Milla Murdock spent the next several weeks in the hospital recovering from the exposure to whatever was in the tanker truck Carnage & Shriek hijacked. Their burns were healing remarkably well. However Matt had lost his sight in the incident. I felt horrible when I heard the news. I hope someday I'll be able to make it up to them.

Oscorp Industries early May, afternoon

"Why have you summoned me sir?" Miles Warren said sitting down in front of Norman Osborn and Roderick Kingsley.

"Bluntly put your lack of progress creating a viable Super Soldier Formula concerns us, correct Mr. Kingsley?" Norman said looking at his omnipresent right hand.

"Yes indeed it does sir." Kingsley said.

"I've only been working on the project less than two months." Miles Warren said in his defense. He secretly hated being called to Norman's office. Norman always berated him while Kingsley looked on smirking like a vulture seizing up his next meal. "I should have results soon say in another two or three months?"

"Not good enough", Norman said leaning across the desk. "Listen carefully Warren the Defense Department brass has been breathing down my neck to show results since January. This morning I received a call from General Thaddeus E. "Thunderbolt" Ross himself."

"Of Hulk Buster fame?" Miles Warren asked gulping.

"The same, the old coot has set a hard date of June 18th for a full demonstration of our completed super solider prototype." Norman said his expression dark.

"But t-that's only s-six weeks away", Miles Warren stammered sweating.

"Ah you see the dilemma." Norman said leaning back in his plush office chair.

"Even if I successfully replicate the mutagen there'll be no time to secure willing test subjects, little own create a prototype." Miles Warren said wiping the sweat from his brow.

"Let me worry about finding test subjects. Create a working mutagen within the next four weeks, at the latest. I'll do the rest, dismissed." Norman said. Miles Warren didn't need to be told twice he left Norman's office in record time.

"Wherever shall you procure the needed test subjects in time sir?" Kingsley said eyeing his boss questioningly. "The vast majority of people won't be interested in such a risky clinical trial. Perhaps another Morbius/ Connors type compromise is in order?"

"Perhaps trust me Roderick I'll think of something, when the time comes." Norman said a sinister smile spreading across his face.

To Be Continued


	20. Chapter 20

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Eighteen: Sins of the Fathers Part I – Damnation

By

Celgress

"The secret side of me I never let you see. I keep it caged but I can't control it. So stay away from me the beast is ugly. I feel the rage and I just can't hold it. It's scratching on the walls in the closet, in the halls. It comes awake and I can't control it hiding under my bed in my body, in my head. Why won't somebody come save me from this, make it end."

Monster (2009) Skillet

A house in Colorado late April, afternoon

"In other news the upstate New York murder spree of super powered serial killers Carnage and Shriek came to a dramatic end yesterday when the masked Cider Falls vigilante known as Spider-Man lured the pair into an explosive trap that depowered them." The female newscaster on the TV read while images of Shriek, Carnage and finally Spider-Man played across the screen.

"Could it be?" Dualicon whispered. The red and blue electronic eyes of his copper mask, the same one which had been the last thing Richard & May Parker had seen nearly sixteen years ago, were riveted on the images of Spider-Man. Rewinding the news report Dualicon watched the segment several times more. "Cider Falls New York, here I come." Dualicon walked out of the house stepping over the bloody bodies of the family of four who'd once called it home.

Cider Falls three weeks later

May was traditionally a busy month in our household this year proved no different, if anything it was even more hectic than usual. Due to a combination of sickness, fights, absenteeism and general odd behavior I faced two choices either pull up my academic socks dramatically by the end of the school year or repeat grade ten. Needless to say I found the second option rather odious considering it'd place me in the same grade with my cousin Reilly next year, oh the humanity.

Splitting my limited free time between helping Aunt May run the orchards and patrolling the town with Gwen didn't leave a heck of a lot for other activities. My relationship with Mary Jane suffered accordingly, just when she needed me most. MJ's parents had been fighting again. She'd been spending most nights and weekends at our place, assisting Aunt May with Reilly who was still feeling under the weather, while Spider-Man was out swinging around with Black Cat. I felt like a total heel.

My unofficial 'big bro' Eddie, who is graduating this year, landed an internship with Oscorp, thanks in large part to the efforts of Harry. Eddie is a whiz with biology and computers. He's started working there already as part of a CO-OP program. They're having him assisting our former biology teacher Dr. Miles Warren who has replaced the disgraced Dr. Otto Octavius as head of the Bio Research Division. I'll miss the lovable big lug Eddie at school next year. I know Gwen will miss him even more, they're relationship is getting rather serious. One door closes another opens. Reilly will be joining us at Cider Falls High next year. I only hope we aren't sharing the same home room, yikes.

Oscorp Industries, afternoon

"I've done it. Don't ask me how, but I've pulled it off." A disheveled, unshaven Miles Warren said peering through blurry eyes across the large desk at the seated Norman Osborn and the standing Roderick Kingsley.

"With a whole three weeks to spare, impressive." Norman said with a mock smile.

"Are you certain the formula is stable?" Kingsley asked.

"Fairly certain", Miles Warren replied. "Of course we won't know for sure until it is tested."

"I'm curious Dr. Warren how did you overcome the deficiencies in Dr. Octavius' original replication?" Norman said.

"Owing to the extreme time constraints I was placed under. I took the path of less resistance so to speak. Simply put I inserted arachnid genetic material in the same quantities and sub-types found in the blood of the original subject into the completed serum." Miles Warren explained proudly.

"Splendid idea", Norman said slowly clapping his hands. "We'll soon have our own army of spider-men."

"More than that sirs", Miles Warren continued excitedly. "The arachnid DNA found in the original subject's system is a mixture of common spiders found throughout North American. I decided to mix and match DNA of arachnids from all over the world into doses of our completed serum. Besides the standard powers Spider-Man possesses additional abilities are more than likely to be imbued. Furthermore I've taken the liberty of placing an accelerant into the formulation, whereas before the process took up to two months now it'll take between one and two weeks."

"Hmmm, doesn't leave us much time does it sir?" Kingsley said looking at Norman. "Whatever shall we do?"

"Worry not I've been working on the problem." Norman said his grin growing wider. "I already have a solution in mind. Tell me Dr. Warren how skilled are you at psychological manipulation?"

"Psychiatry isn't my field. I hardly know the first thing about it." Miles Warren stated.

"Pity", Norman said frowning.

"I believe I can be of assistance sir." Kingsley said. "Hypnotism has long been a hobby of mine. Early on at university I strongly considered majoring in Psychology before settling on Business Management. What do you have in mind sir?"

"You'll both see, soon enough." Norman laughed.

Late that night at Oscorp Philip Watson was unlocking his car when he heard a strange whirring sound. Turning around he was confronted by the ghastly specter of the Green Goblin. The leering masked maniac stared at the startled man. Green Goblin was crouching on his glider which hovered a couple feet off the ground.

"Don't hurt me. I don't have any money on me if that is what you're after." Philip said shielding himself with his briefcase.

"Please", Green Goblin said. "I don't want or need money from anyone."

"W-What do y-you want than?" Philip stammered.

"Read the files, you'll understand", Green Goblin said dropping an unmarked file folder thick with sheets of paper on the pavement in front of Philip.

Gingerly Philip picked up the folder. Leafing through the files his face turned ashen. "H-how did you get these?"

"It isn't important. The question you should be asking is what am I going to do with them. Don't waste your time ripping them up. I have the master copies in a secure location." Green Goblin said. "Embezzling funds from the accounting department at Oscorp to pay your out of control, illegal gambling debts pretty clever Philly though naughty." Green Goblin wagged his gloved finger at the distraught Philip.

"What do you want?" Philip asked again.

"The price of my continued silence is a small one, something you'll never miss in fact. I want to borrow your daughter. Don't worry I intend to return her in a few weeks, hopefully unharmed."

"I can't give you my daughter." Philip said mortified by the very suggestion.

"Do it, or lose everything the choice is yours. How about I sweeten the pot, I'll pay off your outstanding gambling debts besides keeping your indiscretions secret. Do we have a deal?" Green Goblin said offering his hand.

Philip knew what he was about to do was wrong. It went against every instinct a parent had. However the lure of saving himself won out in the end, he shook Green Goblin's hand.

Cider Falls Police Department, early the following evening

Using a six pack of pumpkin bombs Green Goblin blew a gaping hole through the repaired cell block window and adjacent wall. Prying open the metal bars with his greatly enhanced strength Green Goblin then shorted out the four restraints placed upon Dr. Octavius' artificial limbs, freeing the maniacal scientist from two months of confinement.

"About time", Dr. Octavius said unimpressed. "I assume my threats of exposing your secrets finally registered?"

"Not exactly", Green Goblin said lazily circling the room on his glider.

"Why have you freed me if not because of my blackmail?" Dr. Octavius asked genuinely curious.

"I require a distraction, you're it." Green Goblin said. "Keep Spider-Man and his new partner Black Cat occupied for the next two hours. I'll then give you all the money you'll ever need and send you wherever in the world you wish to go deal?"

"How can I be certain you won't abandon me again?"

"Take it or leave it, the clock is ticking my friend. I don't see people lining up with better offers, do you?"

"Fine, however be warned if you betray me again you'll pay dearly." Dr. Octavius said ominously waving his freed mechanical limbs around to emphasize his point.

"Roger, roger", Green Goblin cackled like a loon. "Come along Dr. Octavius we have work to do."

Downtown Cider Falls, an hour later

Great after several weeks of inactivity one of my two main enemies Green Goblin rears his ugly head again. I hadn't seen hide or hair of the Goblin or Venom following Carnage's defeat. I was hoping they'd left town, fat chance. I was relaxing at home watching a movie with MJ, Reilly & Aunt May when Gwen called me on my smart phone. Seemed Green Goblin broke Dr. Octavius out of prison, great. Making a lame excuse I made my way into town suiting up along the way. Meeting up with Black Cat it wasn't long before we found Dr. Octavius. He was using his snake like limbs to trash several lamp posts, odd. Damn most super villains suck at hiding. I only wish Green Goblin was amongst the majority.

"Hey Ock I didn't know you were out on parole. I would have appreciated a postcard. I'm hurt." I said swinging off my web line I hit Dr. Octavius square in the chest with both feet.

"Irritating insect", Dr. Octavius growled getting back to his feet. "I should have swatted you when we first met."

"As I recall you were too busy begging for mercy." I said spraying a glob of webbing into Dr. Octavius' eyes. Black Cat took advantage of my distraction to drop kick Dr. Octavius from behind. I threw a series of quick punches when Dr. Octavius stumbled forward towards me. "Face it Ock between the two of use you don't stand a chance."

"I'm curious." Black Cat said landing by my left side.

"Not surprising given your feline nature." I joked.

"Funny, what does Ock stand for anyway?"

"I call him Octopus, because of his four limbs."

"Nice, I like it."

"Fools", Dr. Octavius said pulling the webbing free with a mechanical limb. "I'll soon end your inane chatter, permanently!"

Dr. Octavius' electronic arms struck out, each in a different direction. Black Cat and I dodged them. I fired small spurts of webbing at Dr. Octavius' head. This time however he avoided contact. One of his flailing limbs managed grab Black Cat around her right ankle. He smashed her against the pavement. I saw red. Nobody hurts my friends and gets away with it.

I bet those things aren't properly isolated I thought eyeing his limbs. A plan formed in my mind. "Hey over here Doc Ock!" I called waving my arms around. He released Black Cat who he was about to pick up and slam again.

"I'll enjoy squeezing the life out of you with my mechanical limbs Spider-Man." Dr. Octavius threatened

Dr. Octavius' four coiled appendages surged towards me. I leapt in front of the nearest traffic light Dr. Octavius' arms followed me slamming through the three blubs when I bounced off the pole dodging in mid-air. The resulting intense shock knocked Dr. Octavius out cold. I was later told by Chief Stacey Dr. Octavius, now officially dubbed Doctor Octopus by the local and national media, was not a happy camper when he woke up with a terrible headache in the Vault the next day.

"Are you alright?" I said helping Black Cat to her feet.

"Never been better", Black Cat said weakly. "Luckily I heal fast, a benefit of being a lousy, stinking, rotten mutant or so Jameson would put it."

"Same here, well except the mutant bit far as I can tell." I said helping her hobble away. "We better call the police." I pointed at Dr. Octavius.

"Good idea", Black Cat said wincing in pain.

Unseen by either Spider-Man or Black Cat a purple cloaked figure watched from the shadowy space between two buildings. The glowing red and blue eyes of it's copper mask followed their every movement until they disappeared from sight. Slowly Dualicon emerged from hiding.

"Spider-Man you take after your father." Dualicon said softly. "He always lived even when he should have died, until I clipped his wings."

The road to Cider Falls

"Why are we stopping daddy?" Mary Jane asked. Mary Jane always called her father 'daddy' in spite of good natured teasing by her friends. Her father had unexpectedly shown up at the Parker Residence to collect her about half an hour after Peter left. He said he'd wanted to spend some time with her that he felt terrible about how their relationship had deteriorated in recent years.

"I'm sorry", Philip said taking a deep breath.

"Why are you sorry daddy?" Mary Jane asked puzzled.

"He's making me do this. Believe me I don't want to." Philip said unable to look his daughter in the eye.

"Who's making you do what?" Mary Jane said her confusion growing. Suddenly a strange whirring sound could be heard. "Daddy get us out of here! The Green Goblin is on his way!" Mary Jane said recognizing the high pitched sound. Mary next heard the automatic locks of the doors clicking shut. "Daddy what are you doing? Get us out of here now! Don't you understand the danger we are in, please Daddy!"

Philip just sat there, looking straight ahead saying nothing. He appeared impervious to his daughter's increasingly frantic pleas. Mary Jane took out her smart phone attempting to call Peter or Gwen in desperation, Philip seeing what his daughter intended snatched the phone roughly from her hands Mary Jane looked at father in shock. Philip knew he would never forget the expression of betrayal etched on his daughter's face. The whirring noise outside grew louder until the purple gauntlet of Green Goblin smashed through Mary Jane's window. The teen struggled mightily against her attacker but it was no use. One high voltage jolt of electricity later she was out. All the while his daughter was valiantly struggling Philip kept looking straight ahead doing his level best to ignore the terrible scene unfolding next to him. Unlocking the passenger side door Green Goblin carefully removed the now unconscious Mary Jane from the car.

"Thanks Phil, enjoy your ill-gotten gain I know I'll enjoy mine." Green Goblin cackled.

Murdock Residence

"It isn't a good idea Matt." Milla Murdock said.

"I disagree Milla. In fact I think it is a fantastic idea. If Spider-Man and Black Cat can be super heroes than why not us? The two can't be over twenty." Matt Murdock said adjusting the shades that he'd worn ever since the accident.

"For God's sake Matt the chemicals rendered you blind!"

"They also increased my other senses tenfold. Plus its' given me an additional sense almost like a sort of radar. I can see without seeing, granted I can't perceive colors without being in direct physical contact with an object. We both also possess enhanced strength, reflexes, agility and a healing factor."

"Yes and I can read minds now to some degree. It doesn't mean we should go gallivanting around the countryside in colorful spandex."

"You want to stop Fisk don't you?"

"Of course I do. He's destroying the sanctity of our environment plus I'm convinced he's heavily involved in the regional drug trade."

"People like Fisk are above the law. Matt & Milla Murdock can't touch them, can't stop them but our alter egos can."

"What you're proposing is insane, you know that?" Milla said smiling at her husband.

"I know", Matt said gently brushing his hand across her cheek.

"Okay you've convinced me. Where do we start?" Milla said pursing her lips.

"We need names then costumes." Matt said. "Next we should seek out Spider-Man and Black Cat, perhaps the four of us can help each other?"

"Fine, but I'm not sewing."

"What, I'm blind!"

"Think of it as a chance to convince me your 'radar sense' is accurate like you claim." Milla said with a wink.

"You are wicked." Matt said with a wink of his own.

"Which is why you love me", Milla said falling into her husband's open arms.

Parker Residence

All told by the time I talked to the police and got Gwen safely home it was late. Over two hours had passed in fact. I was looking forward to the end of a quiet evening at home, no such luck. When I arrived home I noticed there were police cars next door at the Watsons. I wondered what was going on. I hoped MJ was okay. No doubt she was safe at my house watching one of those sappy soap operas online she loves so much.

Stepping inside I saw a sad looking Aunt May and a dejected Reilly waiting for me, "hi family what's going on next door at the Watsons? Where is MJ? She is still here, right?"

"Oh Peter", Aunt May said crying. I had a sinking feeling. The same type of feeling I'd had before hearing about Uncle Ben's death, please God not again.

"Peter I don't know how to tell you. Philip took Mary Jane out for a ride shortly after you left. They were attacked by the Green Goblin on their way into town. Philip blacked out when he came to Mary Jane was missing. The authorities think the Green Goblin abducted her."

I froze, time seemed to stand still. First Green Goblin took Uncle Ben away from me now Mary Jane. I made a silent vow, one I'd come to regret, if Green Goblin hurt Mary Jane in any way no matter who's behind the mask I'd kill him.

To Be Continued


	21. Chapter 21

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Nineteen: Sins of the Fathers Part II – Alteration

By

Celgress

Fisk Industries two months before Mary Jane's abduction, afternoon

Spencer Smythe wasn't looking forward to the meeting with his boss Walter Wilson Fisk, secretly known through the Northeaster U.S. as the Kingpin of crime. The elderly Spencer knew the hulking tycoon and burgeoning crime boss would be furious with him following the failure of the second Spider Slayer. Not for the first time Spencer wished he'd defied Fisk and left his son, the cripple but brilliant, Alistair at home. Spencer couldn't understand why Fisk had insisted Alistair attend the meeting. No matter the reason it couldn't be good.

"Ah Spencer you've arrive." Fisk said smiling from behind his large desk when Spencer and his son entered the spacious office. "I see you've brought young Alistair as I instructed, wonderful. Please make yourselves comfortable. I plan on having a long chat with you both." Off to the left of Fisk's desk stood the snickering Enforcers; Montana, Abner Jerkins and Aleksei Sytsevich. Once the Smythes had gotten situated Fisk resumed speaking.

"Tell me Spencer why do I pay you such a generous salary?"

"Because I'm the best at what I do sir?" Spencer offered hesitantly.

"Partially correct, I pay you such an exorbitant amount because your work generates results or at least it did until Spider-Man came alone. Thus far your line of Spider Slayers has proven a dismal failure." Fisk said coldly.

"Please sir one more chance is all I ask. I beg you sir."

"Why should I grant your pathetic, self-serving request? Give me one good reason."

"Because my father and I are still your best shot if you want to steal the Super Soldier contract away from Oscorp, and you know it." Alistair said meeting Fisk's unwavering gaze.

The Enforcers gave a collective gasp. No one had ever challenged Fisk before so blatantly. The three watched with rapt attention suspecting a public execution was about to be carried out. Several tense seconds passed in silence. Fisk's eventual reaction shocked everyone present, he laughed followed by a slow clap.

"At last somebody around here shows they have gumption, I like gumption. Tell me Alistair my boy how would you solve the deficiencies in your father's Spider-Slayers?"

"The primary design flaw seems to be their lack of intelligence." Alistair stated. "They simply cannot cope with complex, rapidly changing situations. We could increase their computing power, however it'll take time."

"How long?" Fisk asked eyes narrowing.

"Until we have working robots, months perhaps a year", Alistair said. "Worry not I have a more immediate solution."

"What would that be?"

"One word, cyborgs", Alistair said spreading his hands out in front of himself.

"You have my interest boy make sure you don't lose it."

"Believe me I don't intend to Mr. Fisk. My plan is we find several 'volunteers', willing or unwilling, we then grafted them into specially designed combat exosuites. Bam problem solved. We have the physical prowess of Spider Slayers combined with the cunning only human minds can provide." Alistair explained.

"How long do you need?"

"If you can procure the needed lab space and the 'volunteers' I'd estimate a month, two tops", Alistair said.

"What are you doing son?" Spencer said putting his hand on Alistair's shoulder. "How can you make such promises, our cybernetic research is in its' infancy we…"

"Relax father I have the situation firmly in hand." Alistair said brush off his father's hand, "lab space and 'volunteers' do we have a deal Mr. Fisk?"

"We do Alistair my boy, now let's talk volunteering." Fisk said looking at the Enforcers who gave an auditable collective gulp.

Osborn Mansion one day after Mary Jane's abduction, evening

"Harry you haven't touched your supper. Is something wrong dear?" Lilian "Lily" Osborn asked her son noticing Harry hadn't touched his plate.

"I can't believe what happened to my friend Mary Jane." Harry said. "My best friend Peter is her boyfriend he's pretty torn up about it. He blames himself."

"Ah yes the Watson girl, what a terrible tragedy." Lily said sipping her glass of water, "ripped from her father's arms by the Green Goblin, heartbreaking. What is this town coming to? Mr. Jameson is right, in spite of all his many faults, mutants are proving the ruination of the valley."

"What are my two favorite people in the whole world talking about?" Norman Osborn said entering the dining room he stopped to kiss Lily on the cheek.

"How masked mutants are ruining the valley dad." Harry said. "Especially the Green Goblin who kidnapped my friend Mary Jane."

"What do you suppose makes such a dastardly fellow tick?" Lily wondered aloud.

"Who knows love of my life." Norman said taking his seat equal distance between his son and wife, "perhaps a troubled childhood or stormy love life? Whatever the case may be his antics are none of our concern. Let the proper authorities deal with such madmen I say. Isn't that what we pay taxes for?"

"The proper authorities couldn't handle Carnage, Shriek, Lizard or the Vampire." Harry said. "Spider-Man took care of them."

"What are you getting at son?" Lily asked.

"Not all mutants are bad, some are good." Harry continued. "Spider-Man and his new partner Black Cat protect us."

"Yet they conceal their true identities behind masks." Norman said looking at his son with evident distain.

"Your point being what dad, maybe they have good reasons to do so?" Harry said. "Considering how most adults in this town feel about mutants."

"Don't talk about things you can't possibly understand son." Norman scolded. "Mutants are dangerous in spite of the propaganda bleeding hearts feed you at school. Their behavior needs to be strictly controlled and regulated."

"Dad you sound as bigoted as Mr. Jameson." Harry fired back.

"Harry don't disrespect you father!" Lily gasped.

"I can handle this my love." Norman said putting up his hand. "And you son sound hopelessly naïve. One day you'll understand the objections of your elders towards mutant/human cohabitation. Until then remember it is mine and your mother's responsibility to protect you from the dangers of the World, including those you fail to recognize."

"I know." Harry said his expression softening. "I love you dad, mom."

"We love you to Harry." Norman said.

"With all our hearts", Lily completed the usual two pronged replied to their sons declaration of affection.

"Good news", Norman said changing the subject. "The Defence Department contract is nearing completion. In three short weeks Oscorp will demonstrate the first successful prototype to the Military Brass, including famed General Thaddeus E. "Thunderbolt" Ross. There is talk Captain America Steve Rogers may even been in attendance. Once the demonstration is over I thought we could use a much deserved vacation my family. How does Aruba sound?"

"Wonderful", Lily said.

"Awesome", Harry seconded.

Peter's POV one – four days after Mary Jane's abduction

I could barely eat. I could hardly sleep. I kept thinking of the girl I love at the mercy of that maniac. Was she frightened? Was she cold? Was she hungry? Was she in pain? God forbid was he hurting her? No I couldn't consider the possibility. I'd go mad if I did. I'd never been a violent person. Now I regularly fantasized about wrapping my hands around Green Goblin's neck squeezing until his eyes popped out of that leering mask. I hate him with every fiber of my being.

Three nights I'd searched high and low with no luck. Gwen and Reilly were both very worried about me. I could care less about my wellbeing. On the fourth night something finally happened. It was not what I expected. Black Cat and I were patrolling the town when we were waved down by two figures on a roof. One was apparently male wearing yellow & red the other female wearing orange & red, both were masked the yellow guy had a small pair of horns. Landing on the rooftop beside the new comers I said.

"Howdy strangers I'm your friendly neighborhood Spider-Man the lady in black is my partner Black Cat. You aren't super villains are you, please don't be super villains. Trust me I have enough on my plate already."

"We aren't super villains." The horned yellow man said. "I'm Daredevil this is my wi,,, ouch!" Daredevil cried out in pain the orange & red woman having stepped on his foot.

"I'm his partner Elektra, please to meet you both." Elektra said.

"Are you two new around here?" Black Cat asked giving Daredevil & Elektra an apprising look.

"Yes", Daredevil said.

"No", Elektra said.

"Its' complicated", they both said in unison.

"I'm sorry." I said. "I hate being rude. Someone I care about is missing. If you'll excuse me m…."

"Are you a friend of the Watson girl, Mary Jane?" Elektra asked.

"I am." I replied.

"I think you are more than her friend." Elektra said. "I can sense emotions. Your mind is in turmoil. You're in love with her, aren't you?"

"So what if I am? Is love a crime?" I snapped.

"Spider-Man I think we should go." Black Cat said tugging my arm. "We should leave here at once."

"Wait", Daredevil offered. "We can help you search."

"Why should we accept your help? We don't know you." I said shrugging off Black Cat's grip.

"Because we can help each other", Elektra said. "I sense you need all the help you can get right now."

"How do we know we can trust you? Maybe you're working for the Green Goblin, huh?" I said.

"I agree, a gesture is required", Daredevil said removing his mask. "I'm Matt Murdock."

"I'm Milla Murdock." Elektra muttered also unmasking. "I hope my idiot husband knows what he is doing." She said shooting a glare at Matt.

"I'm Peter Parker." I said taking off my own mask.

Black Cat shrugged then unmasked. "I'm Gwen Stacey."

"Now we are all acquainted I suggest we put our masks back on before somebody else happens along." Matt said.

"Good idea", I said. A few seconds later we were each back undercover.

"I'm sorry your girlfriend has been abducted." Daredevil said. "I don't know what I'd do if somebody took Elektra."

"If somebody took Daredevil I wouldn't rest until I had him back." Elektra said. "You must be going through hell."

"Pretty much", I said ruefully.

"Do you have any leads on the Green Goblin?" Daredevil said.

"I know he is associated with Oscorp that is about it." I said. "Wait how did you two get super powers, assuming you have super powers?"

"We do", Daredevil confirmed. "It was the chemical spill you tried to save us from kid."

"Yeah about that, I'm sorry." I said rubbing my head nervously with my right hand.

"Don't be, we wouldn't be here having this conversation if you had." Elektra said.

"Hey weren't you blinded by the chemicals Mr. Murdock?" Black Cat said tactlessly.

"Jeez Black Cat I can't take you anywhere." I said embarrassed.

"Don't worry Spider-Man I'm not offended by Black Cat's question." Daredevil said laughing. "True I lost my vision in the accident. However in addition to my other powers I developed a type of radar ability. It transmitters three dimensional images to my brain, there is a drawback I can't perceive color unless I'm touching an object."

"Wow cool", Black Cat said.

"What about your powers Black Cat?" Elektra asked.

"I'm a mutant", Black Cat answered.

"Are you also a mutant Spider-Man?" Daredevil asked.

"No idea, I developed my powers out of the blue last September." I said shrugging.

"Rumor has it Oscorp Industries won a hush hush contract from the military a couple of years back, right after Norman Osborn and Roderick Kingsley took the company global." Elektra said thoughtfully. "Do you suppose the Green Goblin could be a human experiment gone awry?"

"Makes sense", Daredevil said. "The armed services of our country have allegedly been obsessed with replicating the Super Soldier Formula that produced the legendary Captain America for seven decades now."

"I know Oscorp has been fooling around with funky stuff. The recently arrested Dr. Octavius created the nanite based technology which gives Venom and Carnage their powers, nanites which Green Goblin was carrying around in one of his pumpkin bombs." I said joining the speculation session.

"My dad, ah Chief Stacey is convinced top level Oscorp officials know more about the Green Goblin than they're saying. That's why he held Octavius so long on weapons charges." Black Cat said. "He was hopping Octavius would crack."

"Yeah but Green Goblin broke Octavius out before he did." I said.

"All roads lead back to Oscorp." Elektra said.

"I think we should pay them a visit." Daredevil said.

"We can't", I said firmly. "The risk is too great if Green Goblin gets spooked he might hurt MJ. I won't risk it."

"What do you suggest we do instead?" Daredevil said.

"Us nothing", I said turning towards Black Cat. "Thankfully we know a guy on the inside, don't we partner?"

"We sure do partner." Black Cat said grasping my meaning immediately. "What exactly do you have in mind?"

"A reconnaissance mission", I said smiling beneath my mask for the first time in four nights.

Secret catacombs beneath Oscorp Industries four days after Mary Jane's, night

"Do you think its' wise?" Miles Warren asked looking at the unconscious red haired girl strapped to the medical gurney.

"Do I think what is wise?" Norman Osborn snapped at the scientist.

"Keeping her sedated now I've administered the serum. It has been over ninety-six hours. If you insist on her continued sedation I must warn you the chemical compounds could either significantly slow or possibly retard the process of genetic alteration." Miles Warren explained.

"A risk though I assure you a necessary one." Norman said. "Until Kingsley begins her programming I don't want her aware of her surroundings."

"In case something goes wrong?"

"If it does or doesn't in either case her unaltered mind learning our identities could spell disaster down the line."

"Valid point, I only hope Mr. Kingsley decides to join us soon for the sake of the experiment."

"Don't fret Miles he'll be along shortly."

"May I ask where Mr. Kingsley is?"

"Away on important Oscorp business, business which you needn't concern yourself with Miles."

"What could be more important than fulfilling our obligations to the Defence Department?"

"I said you needn't concern yourself with such matters. All you need to worry about until I return with Kingsley is keeping the patient sedated, think you can handle it?" Norman growled at Miles Warren obviously irritated at the inquisitive scientist's questions.

"Yes sir", Miles Warren said stiffening.

"Good, I'll be back soon."

"What about Mr. Kingsley?"

"I'll bring him down here soon as he's available. Trust me Miles when I say I want this over every bit as much as you do, likely more." Norman said leaving the cavernous chamber.

"Pompous ass", Miles Warren said under his breath about a minute later when he was certain Norman was safely out of earshot.

Miles Warren hated working for men like Norman Osborn and Roderick Kingsley. Men who by virtue of their business accoutrement had the World on a string, while those truly gifted toiled down in the trenches to create real change. Soon he'd be freed forever from the influence of such petty scoundrels. Unbeknownst to his morally bankrupt employers he'd worked out the problems with Serum No.1. Committing the formula to paper notes, thus bypassing Oscorp servers, he'd produced a single dosage of the new variant he called Serum No.1-B. Inserting choice genetic material from the creature he admired most a jackal he'd smuggled Serum No.1-B safely outside of Oscorp Headquarters right under the noses of their so called security. He'd use it when the time was right, once altered he'd teach Norman Osborn and Roderick Kingsley a much needed lesson in respect.

Hearing Mary Jane moan Miles Warren glanced in her direction. Poor wretch he thought. If you only knew what these heartless corporate executives had plan you may not want to wake up every again. Preparing another dose of the powerful sedatives he strolled towards the gurney.

Parking lot of Cider Falls High School five days after Mary Jane's Abduction, noon

"Hi Eddie how are y…." I said not getting a chance to finish my greeting before Eddie picked me up by my windbreaker and slammed me against the exterior wall of the school. "What the heck are you doing? Why are you reacting this way? I just said hi."

"Tell me the truth Pete are you running around with my Gwen." Eddie said. "How could you bro."

"Eddie I'm not seeing Gwen behind your back. I'd never betray Mary Jane or our friendship. You know MJ means the World to me. Where did you get such a ridiculous idea?"

"You two have been spending a great deal of time alone lately." Eddie said not releasing me.

"Actually that is why we called you." Gwen said looking anything but impressed by Eddie's actions. "Put Peter down Eddie, we are just good friends." Thank goodness Gwen had returned from the bathroom so soon. I really didn't want to accidently hurt my 'big bro' Eddie, especially over a silly misunderstanding. "We need to talk all three of us in private." Gwen said glancing around the semi-crowded school yard adjacent to the parking lot.

"Fine I have half an hour." Eddie said reluctantly releasing me. "I'm using my lunch break. I hope your explanation is a good one."

"Trust me babe." Gwen said living up to her moniker she was grinning like the Cheshire cat, "its' life changing."

Twenty minutes later Eddie sat staring straight ahead in the car he'd recently bought. He couldn't believe the story he'd been told by two people he thought he knew better than anyone else, guess he was wrong. It seemed he was wrong about a great many things.

"Eddie please say something, anything." Gwen said looking at boyfriend with concern.

"You're Black Cat?" Eddie said slowly looking at Gwen.

"I am", Gwen said.

"You're Spider-Man?" Eddie said slowly now looking in my direction.

"Guilty", I said.

"And you need my help because you think the monster that kidnapped Mary Jane is involved with Oscorp?" Eddie said.

"We aren't alone Gwen's dad and Daredevil & Elektra share our opinion." I said.

"Wait who are Daredevil & Elektra?" Eddie said.

"Two new super heroes we met last night." Gwen said.

"Damn does everybody in this town have powers expect me?" Eddie said with a mirthless chuckle.

"Can you do it?" I asked. "Can you snoop around at Oscorp for us?"

"Of course how could you think I wouldn't Mary Jane's life could be at stake." Eddie said smiling. "It shouldn't be too hard actually. Dr. Warren, my supervisor, is terrible with remembering his computer login details he usually has me do it.

"Thanks Eddie you'll never know how much this means to me." I said.

"You can thank me by not showing my girlfriend any of your fancy Spider-Man moves bro." Eddie said with a wink.

"Consider it done bro", I said laughing. It felt good to laugh again with friends. Then I thought about MJ my heart sank. Don't worry MJ we'll save you, I hope.

When Eddie got back to his division in Oscorp Miles Warren was gone. According to the other employees Dr. Warren had been called away by Norman Osborn himself on urgent business. Noticing Dr. Warren hadn't logged out of his work station Eddie waited until the end of the day. Once the last of the other workers had left Eddie used the work station to view both his supervisor's private files and the classified project files far above Eddie's level of clearance, which was admittedly low. There was nothing on the Green Goblin or Mary Jane however there was mention made of Spider-Man. Doing a quick internal search Eddie located several files devoted to his web crawling little bro. Most were months old written by a Dr. Otto Octavius these contained speculation concerning the true nature and extent of Spider-Man's abilities. Moving on Eddie hit the jackpot a sixty-four gigabyte file folder code named Project "Prometheus". Aside from complex bio-chemical formulas and extremely detailed genotyping far in advance of anything he'd ever seen before the folder contained several rich text files with barcode sounding names. Clicking one at random an image of the Lizard popped up. Reading the accompanying text Eddie became the first person outside of the inner circle of Oscorp to learn the tragic truth about the villain. Clicking on the five remaining rich text files one at a time Eddie brought up images of Venom & Carnage, Morbius the Living Vampire, Spider-Man, even Mary Jane, rats it didn't contain her whereabouts, and finally The Prometheus Project master file itself.

"Unbelievable", Eddie whispered in awe. It was all there everything the inner circle of Oscorp had done in the past eight months, every lie told, every crime committed, every life ruined. Knowing he had to keep this invaluable evidence Eddie made a copy of the text files, he didn't have even space for the massive technical files, on a thumb drive.

About to leave the laboratory complex a crazy idea occurred to him. Now knowing where the completed No. 2 Serum vials were stored Eddie used Dr. Warren's security codes, something else Miles Warren had a hard time remembering, to retrieve a dosage. Picking a vial marked "tarantula". Figuring he could be more use to his girlfriend and 'little bro' as an active participant than sitting on the sidelines Eddie loaded the vial into a jet injection gun.

"Here goes nothing", He said aloud. Rolling up his shirt shelve he injected the serum into his left shoulder. The side effects of the serum hit him at once. Feeling woozy he collapsed on the floor. He took a few minutes to recover. "Better let them know what I've found." Eddie said getting unsteadily to his feet.

Secret catacombs beneath Oscorp Industries

While Eddie was learning their secrets Norman Osborn and Roderick Kingsley were busy mentally conditioning Mary Jane. Norman and Miles Warren both wearing ski masks and using voice distorters watched dispassionately as Kingsley, who was likewise concealing his identity, hypnotised the struggling teenager. Mary Jane's will proved remarkably strong. Kingsley was having a hard time breaking it until he, at Norman's assistance, used a cocktail of powerful psychotropic drugs on the young woman.

"More drugs", Miles Warren said in disbelief.

"Shut up, you have no say in this." Norman said. "We need results now. We no longer have the luxury of time."

Kingsley proceeded to ask Mary Jane a series of basic question testing the extent of his control over her. Pleased by the results Kingsley asked on a whim if Mary Jane was a fan of Spider-Man. When she replied yes Kingsley asked what she liked about the web slinger. Mary Jane replied everything because Spider-Man was her boyfriend. The three men laughed. Thinking Mary Jane merely had a school girl crush on Spider-Man. Kingsley asked Mary Jane to prove she had a relationship with Spider-Man give his real name. When Mary Jane not only named Peter Parker but also told how Peter showed her he was indeed Spider-Man the three men stopped laughing. Recovering from his initial shock Norman demanded Kingsley ask Mary Jane a series of additional questions. By the time Mary Jane was finished furnishing her answers the three men were certain Spider-Man and Peter Parker were truly one in the same.

"Oh this was meant to be." Norman said clasping his hands together. "It is fate gentlemen."

"What do you mean sir?" Kingsley asked.

"We can now destroy Spider-Man besides securing the Super Soldier Contract." Norman said almost laughing as he practically danced around the chamber. "Don't you see gentlemen once we use Ms. Watson here for our demonstration we can turn her loose on her boyfriend with instructions to terminate him. They'll fight until one is no more either she kills Spider-Man or he is forced to kill her crushing his spirit in the process. Whoever losses we win. I couldn't have planned it better if I'd known who her connected to Spider-Man before the Green Goblin snatched her. Continue conditioning her. I want her turned into a stone cold, capable assassin before we reunite the love birds. An assassin fully under own control, understand?"

"Yes sir". Kingsley said nodding his head. Miles Warren said nothing, shocked at the sheer cruelty of his primary boss.

"If you'll excuse me gentlemen", Norman said now outright laughing like a loon. "I believe a celebration is in order. I'll return soon." Norman departed the catacombs laughing the entire way.

Kingsley turned his attention back towards Mary Jane. Kingsley continued his condition of the hapless red head. A single tear trickled down her face when Kingsley begun planting the command to kill Spider-Man in her psyche.

Cider Falls that evening

I was waiting for Eddie along with Black Cat, Daredevil & Elektra. Eddie said he'd hit 'pay dirt' that he had oodles of juicy intelligence on the dirty dealings of Oscorp. We were on the rooftop of the bowling alley, the site of many past exploits, when we were attacked by a trio of armor wearing bad guys; one looked like a purple & green humanoid beetle, one like a grey humanoid rhinoceros, one was clad in yellow & red quilted material.

The red & yellow guy and the beetle guy hit our rooftop perch with some type of energy blasts. Their blasts knocked me and Elektra to the ground below. Getting back to my feet I surveyed my attackers more closely.

"I didn't know the circus was in town, did you Elektra?" I said.

"I had no idea, though these clowns will wish they'd never come here when we're finish with them." Elektra said taking a defensive stance, Daredevil and Black Cat fell in to our sides.

"Laugh while you can partners I'm the Shocker", said the red & yellow guy in a thick Texan accent.

"I'm Beetle", said well the beetle guy.

"And I'm Rhino", said well the rhino guy in a thick Eastern European accent.

"Together we're the Enforcers." Beetle said.

"Our boss the Kingpin has a message fer you lily-livered insect." Shocker said pointing at me.

"You mean Fisk, yeah I recognize you guys." I said. "I caught you three losers dumping toxic sludge into Simpson Swamp last fall. Ready for round two, huh?"

"You'll pay for humiliating us buggy." Rhino said. "I'm gonna squash you flat."

"I haven't even started humiliating you yet, c'mon." I said using the just bring it hand single to taunt my foes.

In a matter of seconds an intense melee broke out. Neither side was getting the better of the other when the entire Cider Falls Police Department showed up surrounding the area. The Enforcers took off the minute they heard the approaching sirens leaving me and my friends to have a lovely chat with the local authorities.

From the shadows Dualicon watched the drama unfold. Dualicon was impressed by his target's fighting style. The Enforcers had yet to land on a single blow on Spider-Man, or his companions. When the police arrived Dualicon withdrew from the scene.

"Soon", Dualicon whispered. "Our time shall come Spider-Man. None can escape destiny. We are all caught in it's web, including you."

By the time the questioning ended it was getting late. We followed up own police chat by having an abbreviated meeting with a shaky Eddie, guy needs to lay off the caffeine. During which he filled us in on the details of the dastardly Project Prometheus. I was outraged. How could Harry's dad Norman Osborn and his top employees be involved in something like this? It was only the timely intervention of my super hero buddies that kept me from marching straight over to the Osborn Mansion and give Norman a piece of my mind. Daredevil was right we needed a plan first. We couldn't just barge in guns blazing. Green Goblin still had MJ, and we were no closer to finding either. Agreeing we'd all meet up again tomorrow evening I headed finally home.

Sneaking in through my bedroom window, I'd installed a trick latch only I knew about back in January, I was surprised to see Reilly waiting for me. "Hi Peter wait until you see what I can do."

"Reilly", I sighed heavily he was getting better at being the annoying slightly younger brother type every day. "I'm wiped, can't it wait until tomorrow." I said taking off my mask and flopping down on the bed.

"Believe me you want to see this." Reilly said shaking his head.

"Okay", I said with another sigh, "amaze me."

"No problem", Reilly said jumping off the floor, sticking to the ceiling. I was now wide awake.

"Told you", Reilly said hanging from the ceiling by his feet.

To Be Continued


	22. Chapter 22

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty: Sins of the Fathers Part III – Judgement

By

Celgress

Fisk Industries six days after Mary Jane's Abduction, morning

"We won", Shocker reported proudly to his boss Walter Wilson Fisk aka the Kingpin of Crime.

"By all reports you fought to a stalemate, you didn't win." Fisk said unimpressed from behind his desk.

"We didn't lose", Rhino said.

"True", Beetle said feeling great he hadn't got beaten up by Spider-Man again.

"In all fairness Mr. Fisk if the authorities hadn't intervened when they did the battle could very well have ended in our team's favor." Alistair Smythe said. "I judge the experiment at least a partial success."

"I'll judge what is and isn't a success around here partial or otherwise boy." Fisk said. "You are all dismissed until further notice." Spencer and the Enforcers filed out of the office dejectedly.

Parker Residence

Thank goodness today was Saturday. I could deal with the developing Reilly situation in relative peace. After Reilly and I helped Aunt May and the hired hands tend the orchards, May being the second most important month for the crop after harvest time in late August through September, we spent the reminder of the day testing out Reilly's new abilities. My cousin seemed to possess near identical powers to my own. How did this happen? Could the nano suite be responsible? I wonder.

"When can I start?" Reilly asked me as he bounced around the disused barn joyfully.

"When can you start what?" I asked already knowing the answer.

"Start fighting crime alongside you and Gwen." Reilly said.

"No way Reilly, it'll be months before you're ready." I said.

"Why?"

"Because if you get hurt or God forbid worse what will I tell Aunt May? How could I possibly explain it?"

"C'mon Peter you're not being fair." Reilly whined jumping off the wall landing next to me. "I bet you didn't have any previous experience when you became Spider-Man."

"You're right Reilly I had no idea what I was doing and because of it three people died. Green Goblin killed Uncle Ben because I wasn't there to stop him from attacking Town Hall when I should have been. Did you know that?" I said.

"I had no idea." Reilly admitted.

"Being a hero isn't a game Reilly its' a hard thankless job." I said. "I've lost what little I had since putting on a mask."

"When you and Aunt May took me in after Cletus Kasady killed my mom I wished with all my heart there was something I could do to prevent somebody else from going through what I had. Please Peter let me help. I need to help." Rielly pleaded with puppy dog eyes.

"Aw hell you're going to need something to wear and a name." I said my resolve broken by Reilly's pleas.

"You mean it?" Reilly said looking like a kid at Christmas.

"Yeah", I said flashing a smile of my own. "Now what should we call you, any ideas?"

"Actually I think I have that covered." Reilly said rooting around in my pile of disused Spidey stuff. "Here we go." He said fishing out my old red & yellow Scarlet Spider outfit. "With a major redesign I think this'll do nicely."

"Really, what'd you have in mind?" I said genuinely curious.

"You'll see rest assured it'll be cool." Reilly said with a grin holding up my old Scarlet Spider suite.

Osborn Mansion seven days after Mary Jane's Abduction, late afternoon

Matt had arranged a private meeting between us and Norman for late Sunday afternoon following church services. I hated waiting so long but Matt and his wife Milla needed that long to make multiple copies of the incriminating files Eddie had swiped *ahem* copied from Oscorp on Friday. We were frisked by a team from Oscorp security who took our phones before being admitted to the mansion, odd. Once inside the Osborns' butler escorted us straight to Norman's private study.

"Hello gentlemen, how are you this glorious day of our Lord?" Norman said greeting us with a smile. Norman and Matt shook hands I refused to follow suit.

"Norman I have in my hand a USB drive that contains files taken from your our Oscorp data base which link your company to both the local terrorist known as Green Goblin and a series of illegal experiments resulting in the creation of dangerous super villains Venom, Carnage, the Living Vampire & the Lizard." Matt said.

"I have no idea what you two are talking about." Norman Osborn said pouring himself a glass of brandy from his private stock. He offered Matt a drink which Matt politely declined. "Such serious allegations", Norman said sitting behind the desk in his study. He gestured for us to be seated.

"We'd rather stand, if it is all the same." I said.

"Be my guest." Norman said. "Now let's assume these ridicules claims are true. What do you want in exchange for the evidence?"

"Mary Jane returned safe and sound." I said instantly.

"The Watson girl is worth so much to you?" Norman said finishing his drink.

"And more", I said.

Norman then laughed in my face. When he finished he said. "Sorry I couldn't help myself, puppy love is grand."

"Our devotion to each goes far beyond puppy love." I said anger flaring in my voice.

"It doesn't matter", Norman said waving a hand dismissively. "She'll never love you again. See I've broken her mind. She belongs to me now Parker."

"You bastard", I said getting out of my seat. "Tell me where she is!"

"Temper temper", Norman said wagging his finger. "Is this any way for a hero to react, Spider-Man?"

I was floored, Norman knew me secret. "What did you call me?"

"Spider-Man", Norman repeated.

"How do y….", I managed before Norman silenced me.

"Your girlfriend told me, when I tortured her." Norman said smiling.

I was across his desk in an instant grabbing at his suit. "I'll kill you I!" I screamed Matt barely able to restrain me.

"You heard him threaten my life councillor, please make a note of the date and time." Norman said never flinching.

"I also heard you admit to abducting and torturing a minor." Matt grunted holding me back.

"I've done more than that. I'm the Green Goblin." Norman whispered.

"Why are you admitting your guilt?" I asked calming down enough that Matt released me.

"Why not, it isn't like you have proof." Norman said. "Try to use those files you stole from my company and I'll sue you under corporate espionage laws, unless of course they were obtained legally via a search warrant?" Neither I nor Matt replied. "I thought not." Norman said. "Gentlemen I hold all the cards in this game."

"Just let Mary Jane go I promise we'll leave town. You'll never see me again." I begged.

"No" Norman said. "You haven't suffered enough, yet. You've interfered in my business, an example must be made."

"What do you say I make an example of your face?" I said.

"This meeting is over, get off me property." Norman said. "Either one of you come near me again the girl dies."

"Please take me instead." I said.

"Parker stop disgracing yourself." Norman said, "Be a man, if you can. Now if you'll excuse me Sunday dinner with the family awaits. I don't want to disappoint them." Norman got up from his seat and walked towards the door. "One last thing", he called back over his shoulder. "Trouble my wife or son with your outlandish, slanderous claims I promise you'll wish you hadn't as shall your loved ones, bye now."

"Why didn't you let me…"

"Kill him?" Matt said. "Because cold blooded murder is never justified, always remember that Peter. Don't confuse vengeance with justice. Pursuing vengeance will bring you nothing but a vicious cycle of further vengeance. Also he's our only lead. If he dies were back to square one."

"Fat good it does us." I said 'helping' Matt leaving the mansion.

"It might yet, keep the faith Peter." Matt said grinning.

Secret catacombs beneath Oscorp Industries eight days after Mary Jane's Abduction, afternoon

"Is she ready?" Norman asked pacing the chamber impatiently. Strapped to the nearby gurney Mary Jane lay unconscious moaning intermittently.

"She'll be soon, say two three more days." Miles Warren said. "Currently her recently developed powers are stabilizing."

"Can she be moved?"

"I wouldn't recommend it. Her condition is rather delicate at the moment. Why do you ask? Is something wrong sir?"

"There has been a major security leak. Keeping the subject here could pose a undue risk. I have no reason to believe this complex has been compromised. However I'd feel more comfortable if she wasn't technically on Oscorp property."

"Where would you suggest we place her instead?" Miles Warren asked looking around nervously.

"Mr. Kingsley will be along later today. He'll arrange the subject's transportation." Norman said.

"May I ask why you are delegating such an important task to Mr. Kingsley sir?"

"I see no harm in telling you. I'm off on a two week tour and media blitz of military installations across North American. Starting with a four day stay in Washington D.C. Don't worry I'll return the day before the demonstration. Think you can hold down the fort until then?" Norman said with a sneer.

"Of course sir", Miles Warren said mentally cursing Norman in the worse way possible. "Have a nice trip sir." Norman left the lab space without saying another word.

Two hours passed uneventfully Miles Warren checked Mary Jane's vitals, did some work on his laptop and listened to a science podcast. Out of the blue a cloud of odorless white smoke filled the chamber out of which leapt; Daredevil, Spider-Man, Elektra, Black Cat and the newest super hero of Cider Falls the Scarlet Spider outfitted in Peter's original uniform along with a blue hoodie that had a large, black spider symbol placed diagonally across the torso. The group had used a small, yet highly precise, tracking device Matt Murdock had planted on Norman's person the day before to track the businessman turned super villain here. Miles Warren reached to push the wall mounted alarm button.

"I won't do that if I were you." Black Cat warned.

"Please don't hurt me." Said the lab coat clad Warren putting his up hands. "They made me do it. I didn't want to hurt her."

"What have you animals done to her!?" Spider-Man said slamming Miles Warren against the roughhewn stone wall. "Answer me!"

"I gave her a serum to replicate your arachnid derived abilities. That is the only thing I did, I swear." Miles Warren said. "Norman Osborn made Roderick Kingsley brainwash her into becoming an assassin but it didn't take. Her will proved too strong she kept resisting the commands to kill. Norman's plan was to pit you against each other in a death duel."

"Where is Norman Osborn now?" Spider-Man said again slamming Miles Warren painfully against the wall.

"On a promotional tour of North American military bases part of the run up to the Super Soldier launch, he won't be back until the day before the demonstration." Miles Warren said.

"Perhaps we can help each other." Roderick Kingsley said entering the still somewhat smoky chamber. "I want Norman Osborn brought to justice as much as you do."

"May we ask why?" Elektra asked.

"I have my reasons. In fact that's why I didn't fully hypnotise your friend. I only pretended to do so." Kingsley said. "If we play our cards right we can all be free of Norman Osborn aka the Green Goblin forever by the day of the demonstration."

Murdock House that evening

"Hi beautiful", I said gently brushing a damp lock of Mary Jane's red hair off her pale face.

"Peter you found me." MJ said. "I knew you would." She embraced me. "They wanted me to kill you Peter." She sobbed.

"Hush, its' over", I said.

"My father he let the Green Goblin take me." MJ continued to sob. "Who are the new editions?" MJ asked noticing the Scarlet Spider, Daredevil & Elektra.

"Reilly is the new Scarlet Spider the other two are Daredevil & Elektra they're the Murdocks. They let me bring you to their house so you could recover in peace without any questions." I explained. "MJ we worked out a plan with Roderick Kingsley. A plan we hope will take care of the Green Goblin once and for all. You don't have to go along with it if you don't want to. We'll work something out without your help if need be."

"Tiger if it'll put that monster away where he can't hurt anyone else count me in." Mary Jane said.

The disused barn at the Parker Residence five days later, afteroon

"I can't believe you did something so." Gwen said starring daggers at Eddie.

"Reckless" I said.

"Stupid" Reilly offered.

"Dangerous", MJ added.

"All of the above." Gwen fumed. "Anything could have happened Eddie. You could have been killed or horribly disfigured."

"I wasn't, now I can join you cracking skulls." Eddie said happily.

"Bro we're not the Punisher or Death Pool. We don't do that type of thing." I said.

"Yeah we just rough criminals up a bit." Reilly joked. Gwen, MJ and I stared at him. "What it was a joke, lighten up people."

"What are you going to call yourself anyway Eddie?" I asked.

"White Tarantula", Eddie said. "Bro I need some help with my costume. If I get the material can you help me create it?"

"Sure, no problem", I said.

"I'll need a name and costume of my own when this is over. I got it how about Arachnia?" MJ asked. We all said it sounded good.

Specially prepared field behind the Oscorp Industries Complex two weeks later, afternoon

The day of the Super Soldier demonstration, June 18th, dawned hazy, warm and humid. It would be a day that would long live in infamy within the collective memory of the valley inhabitants. Nearly everyone from Cider Falls was in attendance. Children had been given the day off school and adults the day off work. All so they could witness the ultimate triumphant of Oscorp Industries the home grown company that had become a household name.

Stepping up to the podium Norman Osborn gave opening remarks expounding his own visionary genius. Next up Roderick Kingsley gave a speech saying what an honor helping steer Oscorp Industries towards this day had been. Next mayor Robert "Robbie" Robertson said how proud he was of the accomplishments of Oscorp in particular and the entrepreneurial spirit of Cider Falls in general. Then General Thaddeus E. "Thunderbolt" Ross gave a long winded speech about patriotism and the dangers of unregulated meta humans. Finally Captain America Steve Rogers told of his transformation into the first super soldier seven decades before and how an entire army of men and women like him would help safe guard peace on Earth for decades into the future.

Finally the moment everyone had been waiting for arrived. Mary Jane dressed in a gray costume with a purple & green spider symbol on the torso and matching eyes, the basic design being heavily reminiscent of Spider-Man's own, came out on stage. She was introduced as the Oscorp Super Soldier prototype Widow Maker. The crowd ood and awed watching "Widow Marker" effortlessly ran through a series of tests which culminated in the destruction of several flying mini drones. Once the demonstrations ended General Ross, Captain America, Kingsley, Miles Warren and Norman Osborn once more took the stage standing beside "Widow Maker". That was our cue. Swooping down our group landed on the stage.

"What is the meaning of this interruption?" General Ross demanded in his usual bombastic fashion.

"We're putting an end to this travesty." Daredevil said.

"May I ask how you are?" Captain America said.

"We are a makeshift family of local mutants who hide our identity because of prejudice." Elektra said. "The girl on stage is one of our number. She is the girlfriend of the young man you call Spider-Man."

"This man, and I use the term loosely, Norman Osborn abducted my girlfriend so he could defraud the Defense Department out of billions of dollars. Norman Osborn has been lying for years now. The Super Solider experiments at Oscorp have all been failures." I said pointing an accusing finger at Norman.

"Norman Osborn killed our parents because they won't work for Oscorp as fraudulent Super Soldiers." Scarlet Spider said.

"The unethical experiments taking place at Oscorp have resulted in the creation of Venom, Carnage, the Lizard and the Living Vampire." White Tarantula said. Eddie's costume was all grayish-white except the black crescent eyes and black spider symbol on his torso.

"Norman Osborn is secretly the Green Goblin." I said dropping the final bomb. "The murderous maniac the authorities have been searching for."

"They're lying", Norman said. "Can't you see this is all a ruse perpetrated by my enemies to discredit me?"

"Its' all true", "Widow Maker" said joining our group. "He abducted me. He wanted me to assassinate high ranking members of the military following the demonstration. He's the Green Goblin alright and he's completely insane."

"He made me do it, preform illegal experiments against my will." Miles Warren blurted out. "He's a mad man I tell you a mad man."

"The jig is up", Kingsley said with a resigned sigh. "Mr. Osborn experimented on himself with our unstable Super Soldier formula against my advice. The formula caused extreme aggressive tendencies in all of the lab animals. I fear the serum has damaged his mind."

"You traitors", Norman spat out. "I'll see you both burn for this."

"Please sir it is over give yourself up. I implore you, think of your family. Perhaps the military can help you? They have technology…" Kingsley said.

"What about all the vials of completed serum back at Oscorp, hmm?" Norman said.

"There are no such vials." Kingsley said barely suppressing a smirk. Unbeknownst to Norman Kingsley had secretly destroyed all evidence of Project Prometheus including the serum over two weeks ago during his 'special business trip'. "Search Oscorp if you want, there is nothing to find sir."

"Norman what is going on?" Lily Osborn asked from the front row.

"The situation is in hand dear." Norman said. "Think you can railroad me do you Spider-Man?" Norman's eyes narrowed. "I'll see you dead first." Norman then shed his business underneath he wore his Green Goblin costume. The crowd gasped. "Don't judge me I did this for all of you, to keep good paying jobs in this valley." Norman said donning his mask and summoning his glider via remote controls built into his gauntlets.

Reading my mind MJ said. "Be careful my love."

"Aren't I always?" I said snagging the underside of Green Goblin's departing glider with my web line.

High we soared into the sky. I trailed along behind Green Goblin like a bobble on a kit string caught in an updraft. Using all my swinging momentum I flew higher into the air. Letting go of the web line I landed behind Green Goblin on his glider.

"Its' over Norman you're beaten and you know it!" I said

"Then we go together." Green Goblin cackled aiming the glider directly for the massive reservoir created by the damning of the three waterfalls after which the town took it's name. Increasing speed until everything passing by was a blur Green Goblin turned around trying to shock me with his gauntlets. Gripping his wrists I struggled to hold him at bay. Pushing me back a step Green Goblin pulled out a razor bat.

"Two Parkers struck down by the same weapon how fitting." Green Goblin threw the razor bat at me but I deflected it with a well-timed spurt of webbing. The razor bat returned from whence it come embedding itself in the madly cackling throat of the Green Goblin. Gurgling Green Goblin desperately clawed at his neck. Seeing the rapidly approaching body of water I bailed off the doomed glider a few seconds before it violently impacted with the surface. Ten seconds later an explosion rocked the artificial lake causing a tremendous jet of water to erupt.

Next thing I knew I was being hauled out of the turbulent waters and tossed on the shore by strong hands. "We are even now." Venom said standing over me. "Our obligation is fulfilled. Next time we meet expect no mercy."

"Thanks", I caught through my drenched mask. I blinked my eyes clearing them of water. When I saw the landscape clearly again Venom was gone.

In the bushes Dualicon watched the scene unfold. "The hall is prepared, the orchestra is tuning up only one question remains Spider-Man can you dance?" Dualicon whispered slipping away silently.

To Be Continued


	23. Chapter 23

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-One: Sins of the Fathers Part VI – Prodigal Son

By

Celgress

Oscorp Industries the day of Norman Osborn's downfall, late evening

Miles Warren fumbled with the keys to his lime green Volkswagen beetle. A new model he'd purchased in spring to replace his aging, vintage Volkswagen. Dropping his keys on the pavement he swore. Searching for his lost keys in the dark parking lot Miles Warren couldn't understand why Roderick Kingsley had ordered him to carry on with his work at Oscorp later that afternoon like nothing had happened. Had the stress of the situation driven Kingsley crazy as Norman had been? Surely the man must know the Defense Department would soon be launching a full investigation into the Super Soldier Research Division at Oscorp? An investigation that couldn't help but turn up evidence of massive fraud, unethical practices and criminal activity much of which Kingsley had already publically admit.

"Ah there you are." Miles Warren said picking up his keychain. Straightening himself Miles Warren heard a soft foot fall behind him in the quiet, deserted parking lot. "Whose there?" Miles Warren asked turning around. "Be advised I am armed?" Miles Warren lied. His eyes darted around the otherwise empty parking spaces. He saw nothing, heard nothing. He turned back around unlocking his car when he felt a heavy hand clasp his right shoulder. He froze.

"Turn around Dr. Warren, slowly." A masculine voice said. "Don't try anything foolish, I'd hate to make a mess." Something pointed pressed into the small of Miles Warren's back.

Sweating profusely Miles Warren slowly turned around until he was looking directly into the red & blue neon eyes of the masked Dualicon. "W-Who are-are you?" W-what do y-you, want?" Miles Warren stuttered.

"Who I am isn't important. What I require is. See I desperately require assistance." Dualicon answered. "Assistance only you Dr. Warren can provide."

"What k-kind of a-assistance?"

"Scientific, in your possession Dr. Warren is an item I've searched for my entire adult life. You're going to let me have it."

"What are you talking about?" Miles Warren said taking mental note of the large, red blade the assailant was now poking into his solar plexus.

"I'm taking about the mutagenic serum you stole from your employer." Dualicon said his voice even. "Save your denials Dr. Warren. I've been watching you for some time now. I saw you take it with my own two eyes."

Feeling the sharp point Miles Warren's remaining resolve crumbled. "Please don't hurt me. I'll give it to you. If that's what you want? Its' the only dose left now in the World. It is invaluable."

"I want you to create a dosage of the serum for me. One based upon the arachnid genetic components of the original subject from whence the mutagen came. Can you do that Dr. Warren? If so you'll earn my everlasting gratitude." Dualicon said releasing his grip on Miles Warren. Dualicon then took a step back.

"I think I can do it." Miles Warren said. "It may take time a few weeks no doubt perhaps a month or two."

"I've waited eighteen years already. A couple more months won't make much difference." Dualicon said.

Cider Falls late June

I felt terrible. I thought I would feel great, certainly justified. After all I was the conquering hero, like Saint George who had slayed the fearsome dragon. Instead I was depressed. Seeing my best friend Harry Osborn and his mother Lillian "Lily" Osborn mourn the death of their father and husband, a death I had in part caused, took the joy out of my life. Sure Norman Osborn had been the Green Goblin a maniac who had murdered Uncle Ben in cold blood, abducted/experimented on/tried to brainwash Mary Jane, Dr. Michael Morbius & Dr. Curt Connors and tormented the town for months but he had also been the man who tried to bring prosperity to the valley. Many people besides Norman's immediate family and inner circle of friends in Cider Falls were having a hard time reconciling the two diametrically opposed personas.

Against this backdrop of roiling emotional turmoil MJ's father Philip Watson shot himself the day after Green Goblin's demise. Apparently discovering his tormentor was also the boss he respected, the man who had given Philip a chance when no one else in town would, proved too much. It was the straw that broke the camel's back. Making matters worse Philip had mentioned he'd basically sold MJ to the Green Goblin in his suicide note. Luckily, if such a term can be applied to a situation like this, Philip killed himself in his car which was parked at Oscorp at the time. Roderick Kingsley not wanting any further scandal destroyed the original note after substituting it with a forgery which redacted any mention of the Green Goblin. Perhaps out of guilt Kingsley made sure the Watsons received the full payout through the company insurance for Philip's death, a rather generous amount. I later learned company policy dictated in cases of actual or even suspected suicide payouts should be at least halved.

The day of her father's funeral, one week after his death, MJ made her miraculous return. Until that point MJ had been mostly laying low at the Murdocks, when not training with Reilly and Eddie or patrolling the streets under her new alias Arachnia. Upon seeing her daughter alive and well Madeline "Maddie" Watson fainted dead away. Once Maddie regained consciousness half an hour later at the hospital she was ecstatic her daughter had returned from the dead.

The authorities had a litany of questions for MJ following the funeral. MJ stated she didn't remember much of what had happened. In fact MJ said she didn't remember how she'd gotten to the funeral home that afternoon. MJ was extremely vague about the facts surrounding her ordeal something that I could tell was frustrating her interrogators. At one point Chief Stacey pulled me and his daughter Gwen aside making us promise to tell him the true circumstances surrounding MJ's abduction once the heat died down. Chief Stacey told us he highly suspected the story MJ was relaying wasn't truthful however not wanting to cause MJ, her mother or the town residents in general any further distress he'd decided not to call MJ out.

Norman Osborn's funeral was an entirely different kettle of fish. Not only was it far more extravagant than Philip Watson's as the ceremony continued things rapidly spiraled out of control. When Lily Osborn finished lovingly eulogising her late husband she entered a vitriol fuelled tirade against Spider-Man and his "wench" Arachnia. How she'd make sure they pay for driving Norman insane and destroying the lives of her son & herself. At the end of the ceremony Lily draped herself over the casket and refused to let the pallbearers remove it. Harry eventually convinced his mother to release the casket. Watching her desperately clutch at the departing procession was one of the most heart wrenching things I'd ever see. Harry later told me his mother had to be sedated that evening. I wanted to die.

By this time I had helped MJ make her Arachnia costume comprised of a stylish yellow upper half with burgundy arms, legs, spider symbol and eyes accented around the divide between the two primary colors by black lines. I also included a flap in the back of the mask for her hair. MJ loved it, see guys being good with a needle & thread can have its' upside.

Reilly celebrated his fifteen birthday at the end of June. Aunt May and I made sure to get him plenty of X-Men stuff. I swear my cousin buys so much of their merchandise he should have a wing of the Xavier Institute named in his honor. Reilly has been pestering me ever since becoming the new Scarlet Spider that he wants to meet the X-Men in his official capacity ASAP as do Gwen, Eddie & MJ now. I guess a road trip later this summer is in order, eh?

Speaking of Eddie and MJ helping train them, along with assistance from Gwen, has proven interesting. Unlike Reilly and I who share near identical abilities, I'm a bit stronger & have better endurance whereas Reilly is tad faster and more agile, MJ and Eddie each boast their own unique range of abilities in addition to the standard wall crawling repertoire. MJ can change her hair & eye color at will. She can also emit bioelectrical shocks from her hands and produces a kind of scent that makes people, especially men not sure how I feel about that, temporarily do whatever she wants. Eddie is the strongest of our group by far, MJ being the second strongest. He can also produce his own organic webbing, heal the fastest & take the most punishment of us all before going down and leap further than anyone else in spite of his larger frame.

On another positive note I did it. I passed grade ten, by the skin of my teeth. I will be a junior along with MJ, Gwen, Harry, poor Harry, and Kenny, yes that Kenny who has adopted our little group as his own, come fall, yes! Talk about a load off my mind. What a wonderful, terrible, hectic, eventful, life changing school year it had been. I'd developed amazing powers, along with half the people in town it seemed, became a super hero. I'd lost a father figure while gaining a younger brother of shorts. I'd faced down perils beyond imaging, been betrayed by two men I'd respected while being helped by a third and his wife. I'd undergone heartbreak and found lasting love. All in all it'd been a wild ride. I can't help but wonder what the future holds?

The house of Miles Warren mid-July, afternoon

Though it had been a hot, dry summer thus far in upstate New York it was cold and damp in Miles Warren's basement laboratory. Since taking home Dualicon a month prior Miles Warren had spent every evening, along with weekends, working on recreating Serum No. 2, or as he termed it Serum No. 2-B, practically from scratch. Finally he'd done it. Just last night he'd stabilized a full dosage of the synthesized serum.

"Is it ready?" Dualicon asked anxiously.

"It is ready." Miles Warren said. "Roll up your shelve please."

"I'd rather not." Dualicon said.

"I need to be certain the serum is injected into your system rather than getting caught up in your clothing." Miles Warren said annoyed.

"Very well", Dualicon said. "Remember you asked for this." Dualicon rolled up his right shelve, the arm which held the red blade, what lay beneath was a hairy, brown limb more befitting of an anthropoid than a human being.

"Fascinating", Miles Warren said inspecting the revealed deformity.

"Enough sightseeing Dr. Warren do what I came here for." Dualicon said.

"Right", Miles Warren said. "You may feel a sharp pain." Miles Warren loaded the dosage into a vial and attached the thickest needle he had. Slamming it home Dualicon yelped in pain while Miles Warren pushed down the plunger injecting the serum. "Sorry", Miles Warren apologized withdrawing the needle once the vial emptied.

"No worries Dr. Warren, I've grown accustomed to pain over the years." Dualicon said rolling back up his shelve, "how long until the serum takes effect?"

"I'd estimate one to two weeks." Miles Warren said preparing his own dosage of Serum 1-B, "bottoms up." Miles Warren chuckled injecting himself. "Soon this miserable town shall face the wrath of the Jackal and Dualicon."

"No if this works I'll be taking on a new name, a new identity for a new beginning." Dualicon said putting up his normal left hand.

"Hmmm interesting, what do you have in mind my friend." Miles Warren asked genuinely curious.

"All in good time", Dualicon replied softly, "all in good time."

Two weeks later, afternoon

The former Miles Warren stood examining his sleek new form in the dusty, full length mirror located in the far corner of the attic. He liked what he saw. Gone was his pale, flabby, aging skin replaced by lean, compact muscles covered in bristling, dense green fur. His fingers & toes now bore hard, razor sharp claws. His green furred face had a long, sharp nose, point ears, yellow fluorescent eyes and a mouth full of fangs. The best part of all being he was still mentally himself. The transformation hadn't changed him into an out of control amnesiac driven purely by instinct like the Living Vampire or the Lizard.

Dancing around the room gleefully Miles Warren or the Jackal as he now styled himself nearly bumped into his companion. The freshly transfigured Dualicon had shed his original costume as a snake would discard it's useless, old skin. Dualicon stood stoically in the doorway of the attic. His muscular upper body bare. His lower extremities covered by a typical pair of black track pants. Other than the countless scars that crisscrossed his body, including his otherwise handsome face, and his claw like finger nails one could mistake him for a normal human from a distance.

"Sorry Dualy", Jackal said. "I almost didn't see you there, how are things?"

"Never better, though don't call me Dualicon anymore. I'm a changed man both body and mind. From now on call me by my birth name Kane, Kane Parker."

"I thought you looked familiar. Are you any relation to that Parker kid, Spider-Man?" Jackal asked eyeing Kane suspiciously further noting Kane's physical resemblance to Peter. Both had brown hair and eyes, though Peter kept his hair much shorter than Kane's current shoulder length locks. Their facial structure was also similar, aside from the minor disfigurements from caused by the scaring, though Kane's face of course was much more mature.

"Indeed, I'm the brat's older brother." Kane said his face turning grim.

"If true why would you want to harm him, his family and his friends as you've told me you do numerous times over the past month?" Jackal said confused.

"I have my reasons. I'll tell you them someday soon. For now let's just say I want to get back at our father. The man who gave me nothing while showering everything on my baby brother. I have something to show you partner, don't go anywhere. I'll be right back." Kane said hurrying downstairs.

"Odd fellow", Jackal mused awaiting his companion's return. Jackal swiped his claws into a wooden beam pleased by the resulting chunk he easily took out of it. "Not bad."

"Tell me honestly what do you think?" Kane asked once again entering the attic.

He was now dressed in a dark brown Spider-Man style costume with a slate gray spider symbol on the chest and matching elongated, crescent eyes. Unlike the masks worn by other arachnid powered individuals Kane's didn't fully cover his mouth giving him the ability to flash an unsettling, toothy grin. Though fully covered his pointed finger nails were still clearly visible under the gloves.

"Nice", Jackal said whistling. "Keeping up the family tradition I see?"

"What can I say, I'm a sentimental guy." Kane said grinning.

"What do you call your costumed persona, or do you prefer Kane in this form also?"

"I think there are far too many spider related so called super heroes in this town. It is high time somebody thinned the herd, culled the flock. That somebody is yours truly, call me Spidercide." Kane said his grin widening.

"Catchy", Jackal laughed.

To Be Continued


	24. Chapter 24

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Two: Sins of the Fathers Part V – Kane

By

Celgress

"Been called a monster, called a demon, called a freak I'm not an angel, not an idol, not a saint. I walk alone. I always have. I'm not ashamed, a living nightmare from the cradle to the grave."

Cradle to the Grave (2014) Finger Finger Death Punch

"There's the Big Dipper." Reilly said pointing up at the night sky.

We were sitting in the branches of three large apple trees. Mary Jane and I were sharing a perch as were Eddie & Gwen while Reilly lay back in his own tree. It was a warm summer night in early August. A gentle breeze ruffled the leaves and the ripening apple crop alike. Soon it would be harvest time. Only a couple of weeks after it would be *shudders* back to school.

Next week we'd be off to visit the X-Men in Bayville. We'd already booked our rooms at the Xavier Institute, talk about a hassle. The girl on the other end, Rogue was it, didn't seem to know who I was me Spider-Man. I've been interviewed by the Stark News Network for crying out loud.

"Looking up at the stars have you ever wondered what life is all about tiger?" MJ asked laying her head on my shoulder.

"All the time Red," I confessed. "Uncle Ben once told me Heaven is up amongst the stars somewhere. That whenever I feel lonely or frightened, remember we are never truly alone. Those souls, like the stars themselves, will always been there to watch over and guide us on our paths."

"That's beautiful Peter." Gwen said from her nearby perch with Eddie.

"I read once that there could be many different universes." Reilly said. "In some there may not even be stars."

"You're talking about String or Membrane Theory." Eddie said. "A growing number of scientists believe every possibility that can play out does play out somewhere in the vastness of the Cosmos. Over time these divergent possibilities lead to massively different universes or realities if you prefer."

"I get it." Reilly said. "In some universe out there Peter and I don't exist because our common grandparents never met."

"Right," Eddie said. "Or none of us have super powers expect Gwen because Peter never developed his which ours are based upon."

"Or a universe where Uncle Ben is still alive because I attended the Town Council meeting the night Green Goblin attacked." I said.

"Peter please don't," MJ said. "It wasn't your fault. The only one to blame is Norman Osborn and he's gone now too."

"I wonder." Gwen mused. "Could there be a world, a universe out there where we are all enemies."

"Anything imaginable is possible." Eddie said.

"Sounds like that old TV show from the nineties, Sliders." Reilly said. "Have you guys seen it? I watch it all the time on video sites. It is about this graduate student who invents a device that allows him along with a small group of friends to travel between different realities. They end up losing their home coordinates and randomly travel between worlds each one stranger than the last."

"Sounds dreadful," MJ said with a shiver. "Never going home again or seeing your friends or family."

"Yeah I'll pass." Gwen said.

"I don't know it might be interesting." Eddie said with a grin.

"What if it turns out your counterpart is a villain in another reality?" Gwen said. "You get blamed for his crimes."

"I never consider that." Eddie confessed.

"Who knows Eddie you could be Venom on a parallel Earth." I joked.

"Fat chance," Eddie scoffed. "The living suite gives me the creeps Flash can keep it, besides black isn't my color." We all laughed.

"Hey Eddie what's the latest news on the Oscorp front?" MJ asked once we'd recovered.

"Word amongst the regular employees is Lily Osborn and Roderick Kingsley are engaged in a fierce struggle behind the scenes for control of the company. A struggle which is deadlocked by all reports, although neither is willing to concede defeat." Eddie answered.

"Poor Harry," I said. "I can only imagine how awful he must feel. I only wish there had been another way."

"Bro," Eddie said. "It isn't your fault Norman Osborn is dead. The guy was an out of control manic. He wanted to take you with him, remember?"

"I know." I sighed heavily. "I hate that Green Goblin's death did to Harry and his mother what Uncle Ben's death did to me and Aunt May. Why couldn't Green Goblin have been some criminal from out of town? Say a mercenary, rather than a person we all knew. It would have made things so much easier."

"I don't know tiger." MJ said with a sigh of her own. "Life is never simple it seems."

"_Who am I?" The tiny voice asked. It was the most basic of questions. It addressed a primal need we all carry within us. A need to know where we come from, what our purpose is._

"_Your name is Kane. You are the first." The man said looking down at the toddler._

"_The first?" Kane said in wonder._

"_The first to have survived the process," The man explained. "You are special young one. Your modified DNA holds within it the promise of a brighter tomorrow."_

"_Who are you?" Kane asked the man._

"_I'm Richard Parker. I'm your father, in a certain way." Richard Parker said taking the small boy up in his arms. "Your special Kane always remember that."_

Kane awoke with a start disturbed by the dream, the memory. For a time he was disorientated. It took him several minutes to recognize his surroundings. He was in the house of Miles Warren aka the Jackal in Cider Falls. He had fallen asleep in the attic. Stumbling downstairs he saw his partner of convenience waiting.

"Sleep well?" Jackal asked sitting in his leather easy chair reading the latest edition of the Daily Bugle.

"Well enough," Kane answered.

"You talk in your sleep." Jackal said. "You say rather interesting things."

"What sort of 'interesting things'?" Kane asked eyeing the Jackal warily.

"Who are or were Richard, Mary, Ben, May, Linda and Murray?" Jackal said not looking up from his paper.

"They were my family," Kane said bitterly, "in the loosest possible sense of the term."

"I take it you weren't exactly the Brady Bunch?" Jackal said.

"We had more in common with the Manson Family actually." Kane laughed.

"I see, is that why you wish to kill your brother and cousin so badly?" Jackal said, "Retroactive revenge against their predecessors."

"In part," Kane admitted. "What about you partner why do you wish the destruction of this quaint little hamlet?"

"Scientific curiosity," Jackal said putting down the paper. "You see when I was unceremoniously exiled from Stark Industries I smuggled out a teensy souvenir of time spent there. I brought home a single sample of my Carrion Virus. Until fairly recently I had no idea how to best utilize my prize. When I started working at Oscorp I found the answer. Come partner let me show you."

Jackal get up he led Kane downstairs into his basement laboratory. Jackal opened a small refrigerator. Inside was a large jar which contained a swirling green mass.

"Feast your eyes upon my greatest creation yet, after myself of course." Jackal beamed. "I combined my refined Carrion Virus with left over nanites I replicated from the Dr. Octavius's Project Facsimile. The result being a new biomechanical suite that grants the wearer all the capabilities of the original plus it renders all outside biological based super powers inert. In essence it renders most meta humans and mutants alike temporarily powerless save the user."

"Interesting," Kane said peering into the bottle at the swirling mass. "It may be just what the doctor ordered."

"Indeed it may." Jackal laughed.

Cider Falls the following evening

"Hello kiddies," Jackal laughed sitting back in a lawn chair on the roof of local Cineplex. "Lovely evening isn't it?" Jackal was wearing sunglass and sipping a margarita.

"Now I've seen everything." White Tarantula said landing besides Jackal.

"Who are you?' I cautiously asked the stranger.

"I'm hurt don't any of you recognize me?" Jackal pouted.

"I can't say I do." I said, "Should we?"

"I use to be called Dr. Miles Warren. You may now refer to me as the Jackal." Jackal said hitting himself in the forehead, "how rude of me I didn't introduce my new partner, Spidercide come on out."

Out of nowhere a brown outfitted spider guy attacked me. His drop kick leveled me. Returning to my feet I assumed a defensive position. Great I thought another villain who doesn't set off my warning sense first Venom, then Carnage now this new lunatic.

While Spidercide blindsided me Jackal leapt from his lounge chair. He nearly slashed Scarlet Spider and Black Cat with those claws of his. Arachnia tried to web him up but Jackal rolled out of the way.

"Look we don't want any trouble with you." I said making a show of putting up my hands.

"How unfortunate because we want trouble with you." Spidercide said grinning. Damn the guy's mask had a mouth hole, how creepy.

Spidercide threw a sequence of punches and kicks I barely avoided. I sprayed webbing at him which he easily torn apart with his clawed hands. He was fast not to mention very strong. In fact other than Venom & Carnage I think he was overall the most powerful foe I'd yet faced. Luckily he didn't seem able to produce webbing of his own, or so I thought before he snagged me with a strain of organic webbing that greatly resembled Eddie's own. Flinging me high in the air he slammed me into the roof, hard. I almost blacked out on account of the impact.

White Tarantula was on Spidercide the instant I hit. White Tarantula clubbed Spidercide with blow after blow. Spidercide staggered before getting a second wind. The two large framed super beings grappled with each other each like ancient titans jockeying for position, the roof cracking under their efforts. Rolling across the surface until I could get a clear shot, I used my web lines to trip up the distracted Spidercide. White Tarantula following my lead webbed up Spidercide's upper half. Soon our brown suited assailant was firmly stuck to the rooftop.

Noticing the immobilization of his partner in crime Jackal, who had been doing a formidable job holding his own against the others, slashed at Black Cat's face, which she instinctively covered. Jackal then pushed her into Scarlet Spider and Arachnia, the three crumpled to the roof. Jackal escaped sliding down the fire escape ladder before White Tarantula or I could stop him.

"He got away." I said looking over the edge of the roof.

"Don't worry, we collared Smiley over there." White Tarantula said thumbing at the cocooned Spidercide. "Help me untangle the others."

"Oh yeah right," I said helping Arachnia to her feet while White Tarantula did the same with Black Cat & Scarlet Spider.

"Any idea who the latest creep is?" Scarlet Spider asked rubbing the back of his head.

"None yet, but I intend to find out." I said walking over to the prone Spidercide. I saw he'd be knocked unconscious during the final stages of White Tarantula's and my attack. Crap I guess questioning would have to wait, better call the boys & girls in blue. Looking down I wondered what he was dreaming of, if anything.

"_What is wrong with me mother?" Kane now biologically a teenager asked Mary Parker. "Why have I grown so fast?"_

"_Nothing is wrong with you son." Mary said. "You are developing according to your design Kane."_

"_I shouldn't be this old. I know that. It has only been three months. "Kane reasoned__._

"_Don't worry yourself Kane remember what we've always told you?"_

"_I'm special." Kane offered his face brightening._

"_Yes, you are special." Mary said turning away._

"_Are you alright mother?" Kane asked when Mary turned back around._

"_Of course, why wouldn't I be?"_

"_You look sad," Kane said._

"_I'm not sad Kane I'm fine, you needn't worry about me."_

"_When is my baby brother due?" Kane asked pointing at Mary's distended belly._

"_The baby will be here in a couple more months__.__" Mary said her voice cracking._

"_Mother are you sure you're alright?"_

"_I'm sure Kane."_

"_I love you mother." Kane said embracing Mary._

"_I love you to, Kane." Mary said returning his embrace._

_Richard entered the room. Seeing the scene of affection he loudly cleared his throat. "Mary could you please come with me, there is a matter that requires our immediate attention."_

"_Yes, of course," Mary said extracting herself from Kane's tender embrace._

"_See you later mother." Kane said. "Goodbye father." Kane said waving at Richard who barely grunted in his direction._

_Left alone in the sterile, white room Kane soon became bored. Growing itchy he rolled up the right shelve of his long, white shirt. What he saw both confused and terrified him. Coarse brown hairs were spurting all over his arm. Panicking he went off to find his parents. His father would know what to do, how to fix this. His father always knew what to do__.__ No one in the World was smarter than his father._

_Searching for Richard & Mary he passed many closed and usually locked doors. Passing one door that was slightly ajar something caught Kane's attention. A buzzing erupted in the back of Kane's head. Pushing the door open Kane was confronted by a scene straight out of a horror movie. The room contained four specimen jars in amber liquid a child or my precisely the same child in different stages of development floated; two fetuses, an infant, and a toddler. Kane backed away the toddler looked exactly as he had three months prior__._

"_You've discovered the truth I see. I prayed this day would never come." Richard said standing in the doorway. Two male security guards stood to each side of him__.__ The one to Richard's left held a gleaming hypodermic needle full of a clear substance._

"_What is this father?" Kane said. "Who are these men?"_

"_You're not my son Kane, not exactly anyhow." Richard said._

"_Who am I than?" Kane asked._

"_You are a clone of the fetus growing within my Wife Mary." Richard explained. "We are researchers working on genetic manipulation. Our main project is replicating the Super Soldier Formula that transformed Steve Rogers into Captain America. Unlike previous attempts we used arachnid genetic material to achieve the same list of amazing abilities and more, sadly we've recently discovered the technique we used to accelerate your growth has rendered your changes highly unstable I'm sorry."_

"_Can't you fit me?" Kane said desperately._

"_Not entirely, you'll always suffer from mental and physical abnormalities no matter what we do. Believe me Kane, it is better this way." Richard said._

"_Why did you do this to me?" Kane said a sense of deep betrayal evident in his voice._

"_Because we needed test subjects for both the Super Soldier Formula and our accelerated growth process, subjects we could obtain no other way." Richard explained. "What is the cost of one life when measured against the security of the human race?"_

"_But it's my life, my life." Kane said tears filling up his eyes._

"_End this now, take him away." Richard ordered__._

_Seeing he had no choice Kane made a break for freedoom using his greatly enhanced strength, speed, agility and warning sense to shove Richard and the two security guard aside. Kane's abilities then aided his escape from the facility where he was housed. Over the next eight months as his body degenerated into a gross parody of human and spider Kane adopted the identity of Dualicon. Embittered by his experience Kane now Dualicon stalked his prey, his former 'parents, waiting for the right time to strike._

Cider Falls Police Department, the following morning

"Good morning sunshine." Jackal's smiling visage said dominating Spidercide's field of vision through the bars.

"Where am I, what happened?" Spidercide said.

"Those little twerps got the better of you. We're in the holding area of the Cider Falls Police Department. Unlike you I turned myself in."

"Why would you do that?" Spidercide asked noticing for the first time he and Jackal were in different holding cells.

"Watch, learn," Jackal said. Over the next minute he slowly, painfully regurgitated a shockingly large jar. Spidercide look on in awe recognition dawning upon him, "catch." Jackal tossed the jar to Spidercide. "What are you waiting for, open your present."

Grinning Spidercide smashed the jar against the iron bars. The freed green ooze slithered up Spidercide's arms rapidly covering his body within less than two minutes forming a new Spider-Man type costume. Other than two irregular, crescent shaped, white eye patches with open eye holes in the middle the uniform was a uniform forest green with splotches of lime green mixed in. Tendrils of green material wriggled from the back through the air. The face mask sported a mouth full of slender, white fangs covered in dripping yellow drool. The fingers tapered into razor sharp, green claws.

"How do you feel partner?" Jackal asked eyeing the new composite creature.

"We feel vengeful. Call us Toxin from now on."

To Be Continued


	25. Chapter 25

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Three: Sins of the Fathers Part VI - Toxic Memories

By

Celgress

Another breakout at the Cider Falls Police Department, this was becoming a sad routine I thought as we swung around town searching for Spidercide & Jackal. Our group was now down to three during daylight hours both Eddie & Gwen having got summer jobs; Eddie of course at Oscorp Gwen at the photo booth in the mall. I silently hoped the three of us would be enough to handle the latest gruesome twosome. Last time around things didn't go so well. Spotting our enemies in hanging out on a street corner of all places we landed surrounding them in a triangular pattern.

"Its' over Spidercide, Jackal we're taking you in, or um back in." I said assuming a defensive stance.

"Call me Toxic." The former Spidercide said.

"Don't tell me you've gone and got yourself a living costume?" I groaned seeing his new organic seeming green duds. "I hate, hate, hate those things."

"Joke while you can." Toxin snarled. "I'm about to do something I've dreamed of for years, depowering your smart mouth." Toxin started emitting a greenish-yellow glow that made me feel woozy. Glancing at Arachnia and Scarlet Spider I could tell they were also feeling the effects of whatever this glow was, even Jackal had slunk away assuming a safe distance.

"Arachnia, Scarlet Spider get yourselves out of here now!" I said clutching my sides I staggered towards Toxin. "I'll distract him."

When I was within range I threw a weak punch, the strongest I could manage, at Toxin which he easily deflected. My second punch he caught in his hand. The surface of the costume painfully burnt my skin through the glove.

"Enjoying yourself Peter, I know am." Toxin said before spiting yellow slime into my face. The pain was excruciating. I was temporarily blinded. I staggered backwards several feet. "Now you die!" Toxin hissed leaping toward me. Only to be batted away by Arachnia and Scarlet Spider who retreating to a safe distance had managed to pry a lamp post free. Using the lamp post they'd smashed Toxin through the front window of a neighboring building while remaining out of range.

"No audience participation!" Jackal yelled slashing his claws at Scarlet Spider who dodged the blow countering with a punch of Scarlet Spider's own.

"Peter please tell me how to help you?" Arachnia pleaded kneeling by my side. "I don't know what to do."

"Water," I croaked. "I need water."

Glancing around Arachnia happened upon a solution. "Water coming right up," Arachnia used her considerable strength to open a fire hydrant. A jet of pressurized water gushed out. Grabbing some with her hands Arachnia used it to wipe the slime off my mask.

"Look out," I said my vision clearing Toxin had pulled himself free of the store front. He was barreling towards us. I pushed Arachnia out of the way. Rolling to the side I picked up a sparking, exposed wire sticking out of the ground that had originally been attached to the lamp post. I tossed the live end of the wire into the jet of water just as Toxin intersected it.

"Holy Hell," Jackal said ending his sparring match with Scarlet Spider when he saw what was happening. Scarlet Spider likewise bailed.

The ensuing minute long, light show not only peeled the latest nano tech inspired suite right off Spidercide's body, the remnants were washed down an adjacent storm drain, it also knocked power throughout the Valley out. It was déjà vu all over again.

Jackal escaped. Spidercide was carted back to jail. The next day in the Bugle the 'Spider Team' was credited with causing the entire incident. J. Jonah Jameson fell back into full mutant hate mode following latest blackout. He issued a challenge demanded to publically talk with my full team, including my alleged guardians Daredevil & Elektra, at your earliest convenience. We politely declined painfully aware nothing good could come out of such an encounter.

Two days later I sat in full Spidey gear along with Reilly dressed as the Scarlet Spider in the Cider Falls Police Station integration room. Chief Stacey had contacted me through Gwen requesting both mine and my cousin's presence. Chief Stacey would only say the prisoner wanted to see us before he's transferred to the Vault in Colorado.

"Hello Spider-Man, Scarlet Spider I'm happy you could make it." A heavily scarred man with shoulder length brown hair said. "Allow me to introduce myself. I'm the man behind Spidercide. My name is Kane."

"Why have you insisted we see you off Kane?" I said leaning forward slightly.

"Does he know your secret?" Kane asked indicating Chief Stacey with his eyes.

"He does." I stated.

"Good, I see no need holding back then." Kane said smiling pleasantly. "Tell me boys how much do you know about the origins of your extraordinary abilities?"

"Not much, only that I start developing them last year after my fifteen birthday." I said.

"Same goes for me." Reilly said with a shrug, "Although I developed mine a tad earlier."

"What are you getting at?" I asked eyeing Kane.

"Your parents Peter they were named Richard and Mary. They experimented on all three of us, starting with me." Kane said.

"What do you mean?" I said my body tensing.

"Our parents Peter our entire family Reilly were bad people." Kane said the smile never leaving his face.

"You take that back." Reilly said balling up his fists. "My parents loved me, they were saints."

"I'm afraid I can't do that. Our family was involved in producing Super Soldiers for SHEILD they genetically manipulated our genomes in utero by splicing in selected portions of arachnid DNA. I was their first initially successful experiment. However once I exhibited signs of further undesirable physical alterations I was shunned." Kane calmly explained. "I'm your clone Peter, my growth rate was accelerated by our parents. We should be roughly the same age. Unlike you and Reilly who later received a refined version of the serum I wasn't so lucky."

"Shut your lying mouth." I warned. "I don't know what kind of game you're playing mister but it stops now."

"I'm telling the truth believe whatever you want. It doesn't change anything." Kane said. "Now if you'll excuse me I think my ride is here. This is goodbye considering the fact I've confessed to twenty-seven unsolved murders I doubt we'll be seeing each other again. Peter, Reilly have good lives." Four Guardsmen escorted the waving Kane from the room.

"Wait," I blurted out.

"Sorry kid." One of the Guardsmen said. "We're on a tight schedule."

"Boys you can confirm my story by asking you aunt, if you dare." Kane said.

"Quiet," Another Guardsmen said hurrying Kane, who was shackled hand & foot, along.

"I'm sorry boys. Don't worry I'll keep what he said strictly confidential." Chief Stacey said.

"Thanks Chief Stacey." I said shaking his hand. "Let's head home Scarlet Spider." A weak okay was all Reilly could muster.

Once home the two of us moped around. Neither of us wished to confront Aunt May with Kane's allegations. Still we needed to know the truth. It was supper time before I decided the subject could rest no more. Marshalling all my courage I started in.

"Aunt May Reilly and I met a man today who told us our family had been involved in creating super soldiers for the government, is it true?"

Aunt May nearly spilt her water. Regaining her composure Aunt May look at us hard. "It was Nick Fury wasn't it? That man could never keep his word. He promised to leave us alone in return for our silence."

"It is true." I said hoping against hope it wasn't.

"Does it matter now?" Aunt May said. "It was another lifetime. Fury had no right telling you."

"Aunt May it matters because of something that happened last year. I don't know how say this, I'm Spider-Man." I said.

"Actually that answers a lot of questions." Aunt May said returning to her meal.

"I thought you hated mutants Aunt May?" Reilly asked confused by his aunt's nonchalant reaction.

"Whatever gave you that idea Reilly?" Aunt gasped taken aback by the suggestion.

"You never have anything positive to say about them." Reilly said. "Which is why Peter and I kept our alter egos hidden, I'm Scarlet Spider by the way."

"Dear me do you boys think I'm prejudice?" Aunt May said. "I assure you I most certainly am not. I'm worried I've been worried since your Uncle Ben died. Knowing about the experiments I've always feared something like this may happen. You should know you're Uncle Ben and I vehemently objected to the entire project. It was unethical on multiple levels. We left SHEILD shortly after the terrible tragedy occurred involving your twin brother Peter, his name was Kane. He died because of those damn experiments. Ben and I took early retirement we used the money to set up our business here. I'm sorry Reilly, Peter we had no idea either of you had been experimented on."

"Will you stop caring about us now you know the truth?" Reilly asked his lower lip quivering.

"Dear I could never stop loving either of you no matter what." Aunt May said smiling. "However there are going to be changes around here. From this point forward I'm introducing an honesty first policy, no more secrets. Now tell me everything. I mean everything about your double lives."

"We might be here awhile." I joked.

"I've got all the time in the world." Aunt May said putting her arms across her chest.

Smythe Residence, later that evening

Alistair Smythe pulled himself out of bed and into his electronic wheelchair. The enfeebled teenage genius wheeled himself into the adjoining bathroom. Flicking the light switch he swore. The power was still out. At times like this Alistair hated living on the outskirts of town. Sure the large house he shared with his father Spencer was very nice. It was spacious which he needed. If only it were within more civilized surrounding it'd be perfect.

Turning on the faucet there was a loud clank but nothing came out. Alistair again swore. Hitting the sink with his hands he heard another clank followed in quick secession by a series of bangs. Finally the tap sprang to life. Water spurted out. Alistair commenced washing his hands. The flow of water was then cut off replaced by thick, gelatinous ooze. Alistair pulled back his hands in alarm.

{_Don't yell I mean you no harm Alistair. In fact__,__ I desire nothing more than comradeship__.}_

"W-What are y-you?" Alistair stammered shaking with fear. The green substance had covered his hands forming green, clawed gloves.

{_Alone as are you, however we need not be. Alone we are weak, together we can be strong. My power plus your brain equals unstoppable.}_

"How do you know my name?" Alistair asked.

{_Accept my invitation, become one with me all your questions shall be answered.}_

In Alistair's mind a scene played out of him getting up out of his chair and walking around the room. Walking under his own power had been a dream of Alistair's his entire life. He never thought it could actually come true.

{_Embrace me your dream shall become reality I promise.}_

"Do it," Alistair said. "Fill me up, consume me, combine with me, remake me, my body, my soul is your vessel." The slime surged over the young man forming a variant of the green Spider-Man like costume that sported clawed hands and a face mask that had irregular crescent shaped white eyes with a closed mouth. Using a group of withering tendrils the creature propelled itself free of the wheelchair. Standing on two rock steady legs it peered into the mirror.

"Toxin is reborn!"

To Be Continued


	26. Chapter 26

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Four: Fun at Bayville trouble at Home…..

By

Celgress

Xavier Academy outside Bayville mid-August, afternoon

"Is that the best you can do bubs?" Wolverine asked unimpressed by our efforts in the time trial.

"Hey we're not use to this sort of thing." I puffed catching my breath.

"Yeah we don't have fancy simulators like you guys have back home." Arachnia protested breathing hard herself.

"Your team is woefully out of shape, undisciplined." Cyclops said looking at me and shaking his head. "It is a wonder you haven't been picked off by some lucky super villain already."

"Scott be nice." Jean Grey said punching Cyclops lightly on his right shoulder. "What my colleagues meant to say is your technique needs work."

"More like an overhaul." Wolverine snorted.

"Logan," Storm said sternly.

We'd only been at the Xavier Institute for three days. In that time we'd been subjected to a round of extensive blood & tissue tests and put through the wringer by the X-Men's training routine. Other than Reilly who wouldn't stop pestering the X-Men, especially Wolverine, we were exhausted. Our vacation had quickly degenerated into a nightmare.

"Ahem," Beast said entering the training room dressed in a pristine white lab coat. "I have your test results right here. Of your group only Black Cat possesses the X Gene. The rest of your powers are the product of manmade genetic alterations."

"Though as much," I said taking my DNA analysis from Beast.

"You're special babe." White Tarantula said putting his arm around Black Cat.

"Yeah your specialer or is that more special?" Scarlet Spider pondered scratching the top of his mask.

"Forgive him he's young." I said.

"Hey I'm only a year younger than you." Scarlet Spider said indignant.

"What a difference a year makes." I joked everyone laughed.

"I'm finding Kitty at least she appreciates me." Scarlet Spider said leaving the training room in a huff. Kitty Pride had developed a potent crush on Reilly since the Spider Team arrived the feeling was more than mutual.

"Maybe you should go after him?" Arachnia suggested placing her gloved hand on my shoulder.

"Nah, he'll get over it." I said taking her hand off my shoulder and squeezing it with my own.

"Don't worry Arachnia no doubt Kitty will help him lick his wounds." White Tarantula said crudely. "Ouch, what was that for?" He said rubbing the back of his head after Black Cat slapped him.

"Having your mind in the gutter," Black Cat said. "That was an awful thing to say."

"Sorry babe I didn't think." White Tarantula said.

"You seldom do. At times like these I don't know why I love you." Black Cat teased.

"May fashion sense, or perhaps my movie star good looks?" White Tarantula said. Black Cat giggled draping herself against his larger form.

"Get a room you two." Arachnia laughed.

"You should talk." Black Cat said feinting offense. "Remember the pool incident the first night here?" Black Cat winked through her transparent goggles.

Beneath her mask Mary Jane blushed a deep red. "Um that's beside the point." Arachnia said fidgeting.

"You and Spidey gave the younger students quite the show until Gambit and Rogue, who were on life guard duty, made you stop." Black Cat said.

"Hey now in our defense we didn't know they were holding an aquatics class for the primary school grades." I said wishing I could fall through a crack in the floor. "We thought we had the pool to ourselves when we first dove in."

"It wasn't as if we were skinny dipping." Arachnia blurted out. "We were only kissing."

"How did Professor X put it, ah yes 'and engaged in heavy petting of a highly inappropriate nature'." White Tarantula said doing a dead on impersonation of Charles Xavier.

"Can we please change the subject?" I whined.

"Yes, please cease this juvenile banter." Beast said adjusting his glasses, "returning to your test results."

Dormitory

"No one takes me seriously Kitty." Reilly said taking off his mask and sitting on Kitty's pink blanket covered bed.

"God I know what you mean." Kitty Pride said. "I'm treated the same way around here. Just because I'm younger than most of the active X-Men I'm seen as a screw up. Kitty do this. Kitty do that. Kitty did you remember to turn off the simulators. Kitty your dragon is eating the building again. I mean c'mon give me a break." Kitty rolled her eyes flopping down on the bed beside Reilly.

"Wait you have a pet dragon?" Reilly said in disbelief.

"I did, but that isn't important." Kitty said smiling warmly at Reilly. "Anyone ever tell you you're cute when you pout?" Kitty said pulling Reilly down into an embrace. The two were kissing when there was a loud knock at the door.

"Kitty supper time," The voice of Gambit said. Reilly and Kitty flew apart the instant they heard the knock. Looking at each other the two giggled uncontrollably before heading to the meal hall.

Osborn Mansion Cider Falls the following day, morning

"Is this Frank Castle aka the Punisher?" Lily Osborn asked biting her lower lip. "Good morning Mr. Castle, ah you prefer Punisher sorry. Is it true you bring individuals who are above the law to justice? It is, wonderful my name is Lilian Osborn my husband was recently killed by a local masked vigilante named Spider-Man. I have reason to believe my husband was railroaded by the gang Spider-Man and his girlfriend Arachnia lead, that they fabricated incriminating evidence against my husband. The local police force won't touch Spider-Man or his associates. What do I want? I want them brought to justice, not killed I can handle that part myself. Of course I'm sure. Capture Arachnia alive, bring her to me. I'll take care of the rest. I'll gladly pay any fee you want, money is no object. You'll be here in three weeks, sounds good. I'll see you then." Lily hung up the phone wiping off her running mascara with the back of her hand. "When I'm finished Spider-Man's loved ones will cry themselves to sleep every night. They'll experience firsthand the pain I've felt." She whispered.

Since Norman's death Lily had been an emotional wreck. Other than when she was battling the traitorous Roderick Kingsley for control of Osborn Lily walked around in a daze. Then a letter had arrived in the mail late in July. The letter had been from Dr. Otto Octavius now known throughout the country as Dr. Octopus. He had requested a sit down meeting with her. Lily was tempted to simply discard the letter until she read the last line which stated if she desired the 'real story' behind her husband's downfall she'd take Dr. Octopus up on his offer. Deciding she had nothing left to lose Lily flew to Colorado three days later. The story Dr. Octopus told her while surrounded by heavily armed Guardsmen in the visitors' room of the Vault so outraged her that she required a mild sedative to sleep that night. Spider-Man and his teammates weren't mutants! Their powers were instead manmade! Powers that her late husband was trying to replicate so he could save the Super Soldier Contract like he'd said that fateful day! Norman wasn't a mutant hating madman he was a hero who sacrificed his own wellbeing by taking the unstable first generation Enhancement Serum for the good of the valley! Furthermore the slimly Kingsley knew all about it, in spite of his protests to the contrary! This changed everything. Agreeing to provide Dr. Octopus with the finest legal defense money could buy in return for more detailed information, including locations of remaining data and products, such as the Enhancement Serum Dr. Octopus had smuggled out, Lily returned to Cider Falls a week later where she'd contacted Frank Castle.

Examining the vial of bright green liquid in her hand Lily said softly. "I'll be ready when next we meet Spider-Man."

Kingsley Mansion, evening

Roderick Kingsley sat across the table from his teenage daughter Debra. The Oscorp executive was troubled. Debra had been away at boarding school until last week when she insisted on visiting him. Roderick was suspicious his daughter had an ulterior motive for her visit. He had been proven correct when Debra told him she wanted to attend Cider Falls High School in the fall. Roderick had tried to talk her out of it but she was stubborn like him. He only hoped things worked out for the best he had made many enemies since arriving in the valley. Enemies who would jump at the chance to use any weakness they could find against him, including his daughter. Roderick smiled across the table at his daughter she smiled back. His faults aside he did love her, everything he'd done had been for her benefit as much as for his own. He prayed she'd understand when she learned the truth about his actions.

Abandoned Warehouse Cider Falls, evening

"It'll do." The Jackal said inspecting his surroundings.

"I'm happy it meets with your approval." Toxin said from his position several steps away. "It was at one time a crop storage facility until the Kingpin bought it several years ago. He auctioned it off to the highest bidder in spring once Spider-Man spoiled his toxic waste disposal side business. I then procured it last month from the previous owner, for a tidy sum."

"I'm curious." Jackal said. "Did you murder the owner?" He had no idea who this new Toxin was only that he had grandiose plans. Jackal was unsure if that was a good thing or not.

"Most certainly not," Toxin said obviously offended by the suggestion. "I only resort to direct violence when there are no other viable options. Don't take me for a common ruffian Dr. Warren. I assure you I am anything but."

"You're an odd duck new Toxin." Jackal muttered. "I think I liked the old Toxic better."

"The old Toxin, as you call him, was my intellectual inferior in every way." Toxin fumed. "He couldn't hold a candle to my mental brilliance."

"Touchy, aren't we?" Jackal cackled. "Do I detect an inferior complex my partner, hmmm?"

"We are not partners. Remember our deal Jackal I provide the secure base and materials, you work for me from now on." Toxin said.

"Yes sir." Jackal said snapping to attention.

"If we're to take over this town including the local underworld we'll need help." Toxin reasoned rubbing the chin of his mask with a clawed hand.

"What do you have in mind?" Jackal asked. It worried the mad scientist greatly that he had no idea who was behind the mask while Toxin on the other hand knew everything about him, or so it appeared. Information no doubt imparted upon the new wearer by the suite.

"A recruitment drive," Toxin said.

Cider Falls one week later, afternoon

It was the day of the annual Cider Falls Corn Boil. We had returned from Bayville the day before. Aunt May wasn't happy we'd spent a week with the X-Men. She was even less happy when she learned about Reilly new, long distance girlfriend. Aunt May made no bones about the fact she didn't approve of our associating with mutants. We reminded her Gwen was a mutant she said that was different. She knew Gwen's background. She feared we were opening doors that couldn't easily be closed. She told us the family getting involved with SHEILD back in the day had started innocently enough, but had quickly spiraled out of control. She then told us, for the millionth time since learning our secret identities, she didn't want such lives for me or Reilly. She owed our parents and Uncle Ben better. She wanted us to have happy, normal lives not ones full of drama and hardship.

The Corn Boil wasn't as fun as I remembered it being in past years. There was music, dance, free food & refreshments there was also something else Harry was there, minus his mother, dressed in a black hoodie with matching pants and sporting a buzz cut. He was dreadfully pale. When I asked Harry how he was doing he launched into a rant about how evil the Spider Team is. How we'd ruined his life. The entire situation was very uncomfortable. I was actually glad when he wondered away a few minutes later, to my enteral shame.

Other than Lily Osborn everyone in town was present. I noticed Roderick Kingsley with a girl about my age. Like Kingsley she was African American, cute with glasses and short neck length brown hair. I would later learn she was his daughter Debra Whitman-Kingsley. Her hyphenated name was the by-product of her maternal relatives being the money behind her father, they had insisted when she was born the surname be retained much to Mr. Kingsley's chagrin. Until then I had no idea Mr. Kingsley had been married or had any children. Apparently his wife had died before he moved to Cider Falls about five years ago. Debra had been away at boarding school until recently.

Mid-way through the festivities Mayor Robbie Robertson took to the stage. He gave his unofficial state of the valley address, something of a Corn Boil tradition. Once he finished J. Jonah Jameson unexpectedly got on the stage. I wondered what was up? Suddenly my spider sense went crazy. Glancing at MJ, Reilly & Eddie I could tell I wasn't alone. Why was old flattop registering as a danger? It didn't make sense. When industrialist Walter Wilson Fisk, inventor Spencer Smythe and the battle suite encased Enforcers Shocker, Beetle & Rhino joined Jameson the reason behind our collective reaction became clear.

"Tell me people are you truly better off than you were four years ago?" Jameson said grabbing the microphone before the local band could continue playing. "Of course you aren't. Mutants and other criminals roam our streets with impunity. While our officials watch impotently. I say no more, which is why I'm officially announcing my candidacy for mayor!" The crowd roared. "Once elected with the assistance of the men on this stage and those like them I'll restore the lost glory of our town. Our streets will once again be safe for regular citizens! My anti-crime task force will clean up the cesspool Mayor Robertson and his cohorts have allowed our fair valley to become! Are you with me!?" The crowd roared louder than ever.

To Be Continued


	27. Chapter 27

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Five: Junior Year Begins

By

Celgress

We are juniors yay! After the sophomore year we had I honestly feared we'd never make it this far. Things weren't perfect. Eddie had graduated and was now searching for a full time job following the end of his internship with Oscorp. The company was in no position to hire new permanent or part time employees because of the ongoing Defense Department investigation plus the power struggle between Lily Osborn and Roderick Kingsley. Both events showed no sign of ending any time soon. In fact roughly half the Oscorp workforce had been laid off indefinitely over the summer causing a mini recession in the valley.

Harry spent all day everyday talking about revenge against Spider-Man and his team. Regrettably his behavior didn't change with the start of a new school year. Our first day back Harry's girlfriend Liz Allen begged that I talk with Harry about his problems. I did later wishing I hadn't. Harry offered me his trust fund if I helped kill Spider-Man or Arachnia. I of course declined telling Harry I wasn't a murder. Harry called me a coward and ran away, we haven't talked much since.

The biggest shocker of our first day back was the addition of an unexpected new classmate, Alistair Smythe! Rumor has it Alistair made a miraculous recovery from his long life paralysis over the summer, perhaps as a result of an experimental treatment funded by Walter Wilson Fisk of Fisk Industries. Whatever the cause I was happy for Alistair. The poor guy had been cooped up most of his life.

The other new student who drew a great deal of attention was Roderick Kingsley's daughter Debra Whitman-Kingsley. Debra was a cute, shy girl. Many of the male students, including my old bully and current acquaintance Kenny "Kong" McFarlane, took an interest in her. She remained aloof of them giving no indication she noticed their stares. The only person Debra took an interest in was Alistair Smythe. The two started eating lunch together from the first day of classes. I later found out Debra and Alistair had become friends over the Internet. In fact Alistair was one of the reasons Debra opted to attend Cider Falls High School this year. They made a nice couple.

Reilly was fitting in well at Cider Falls High. The only recurring issue he had involved boasting that he knew the X-Men. I downplayed my cousin's claims which angered him. After about a week of this Mary Jane, Gwen and I pulled Reilly aside. We explained to him the importance of maintaining our secret identities he grudgingly agreed to downplay the X-Men connection in the future. I could tell he wasn't happy about it, especially when we told him he couldn't mention his romantic relationship with Kitty Pride, poor guy.

Both Dr. Michael Morbius and Dr. Curt Connors have returned to Cider Falls seemingly cured by the Federal Government of their respective mutations. I was at first concerned Doc Morbius, whose blood disordered had thankfully disappeared, might divulge my secret to the general public. My fears were dissuaded when I confronted Doc Morbius about it. He seemed to have no clear recollection of the past year, including my abilities. I even had to inform him and later Curt Connors of Uncle Ben's passing. I breathed a heavy sigh of relief. More than enough people knew my dual identity already, I didn't need anymore.

The first week of junior year nothing much happened. Our nightly patrols remained peaceful. We all were concerned about J. Jonah Jameson's mayoral campaign. Since Labor Day, the first day it was legal to display campaign advertisements, 'Jameson for Mayor' signs had proliferated on lawns across the valley. By counting these signs along with the fewer 're-elect Mayor Robertson' I became increasingly concerned as the month wore on. If Jameson became Mayor with the Enforcers serving as his muscle I knew our lives would quickly degenerate into a living nightmare. I only hoped things would work out for the best, somehow.

Osborn Industries mid-September, morning

"I fully understand, thank you." Roderick Kingsley said hanging up the phone in his new office, had been Norman Osborn's former one.

On the outside he appeared the picture of calm inside he was seething. How dare Lillian Osborn file a wrongful death civil suit against him. He hadn't killed Norman Spider-Man, secretly local teen Peter Parker, had done so. Kingsley knew this latest legal maneuver by his new nemesis was merely her being obstructive. In the end Kingsley was confident he'd come out on top. He always did in life. All he had to do was outlast his opponent. Of course the process would be made shorter and easier if he could somehow eliminate Lilian Osborn. Then all he'd have to do was convince the stock holders of his vision. The question was how?

"Please send in Mr. Macendale." Kingsley said pressing the intercom button on his desk.

"Right away sir," A female voice said back.

The double doors of the office opened. In strode a young Caucasian man in his late-twenties. His brown hair was styled in a crew cut. He was wearing faded, olive green military fatigues. Kingsley had hired Jason Philip Macendale, a tough ex-marine and veteran of both Afghanistan and Iraq turned mercenary, over the summer to serve as his personal bodyguard. Since his daughter Debra had come home Kingsley had strongly considered extending Macendale's duties to include protecting her. He'd only hesitated because he knew how she'd react to such an arrangement.

"Hello boss how may I be of service today?" Macendale asked.

"Listen carefully I have a special assignment for you, one that requires a delicate touch." Kingsley said smiling sinisterly. "Tell me Macendale have you seen the movie Gaslight?"

"I can't say I have boss. Why do you ask?"

"Because I want you to wage psychological warfare against a target on my behalf," Kingsley explained calmly.

"Who do you have in mind?"

"The widow of my business partner, Lilian Osborn, has been causing me problems. I want her eliminated. However if we outright kill her to many questions will be raised, uncomfortable questions considering the company is under investigation by the Defense Department. Instead I've decided the best course of action is to mentally incapacitate her. That way I can take the orphaned Harry Osborn under my wing, I'll be a hero."

"How do you propose we achieve the goal boss?"

"In large part by you playing dress up," Kingsley said his smile turning into a full blown grin.

Osborn Mansion mid-September, afternoon

"Is there anything I can get you?" Lily Osborn asked Frank Castle aka the Punisher who was seated across the ornate dining room table from her. Lily was wearing a conservative, formal gray business suite. Her formerly long golden locks had been chopped back into a serve pixie cut. She wore a minimum amount of makeup. Lily leaned slightly forward steepling her fingers, "coffee, tea a soft drink of some sort perhaps?"

"I'm fine Mrs. Osborn." Punisher said. "The dossiers you have provided on the targets were most informative. I could easily terminate them. That way you wouldn't have to get your hands dirty."

"No, I need to do this myself." Lily said. "Tell me Punisher have you ever lost someone you care about, someone who was your entire world, someone who was taken away by those the law can never touch?"

"I understand ma'am." Punisher said after a pause. For the briefest of moments Lily thought she glimpsed terrible sadness in the man's eyes. "Rest assured I'll bring Arachnia to you by tonight."

"Remember I do not want the others permanently damaged in anyway, including Spider-Man."

"Your restrictions are duly noted, I'll get right on it ma'am." Punisher said getting up.

"Thank you, it has been a pleasure." Lily said smiling at the Punisher.

"Likewise," Punisher said with a nod before leaving.

Parker Residence

"Hello Edward." Aunt May said opening the front door. "I haven't seen you since the Corn Boil. How is your Grandfather doing?"

"He's doing fine Mrs. Parker." Eddie said hands in the pockets of his leather jacket. Eddie always called Aunt May Mrs. Parker in spite of her protests. "May I come in?"

"Of course, though I must warn you Peter and Reilly won't be back for another hour at least." Aunt May said gesturing Eddie inside.

"That is okay Mrs. Parker I didn't come here to speak with them anyway. I came here looking for you." Eddie said taking off his shoes leaving them on the mat by the door. "I need adult advice and you're the only adult I trust who knows about my, um situation."

"You mean being the White Tarantula?"

"Yes, Mrs. Parker."

"Tell me what's on your mind Edward?" Aunt May asked sitting down at the dining room table. She poured herself a coffee and did the same for Eddie.

"Thank you." Eddie said accepting the coffee. "My internship with Oscorp recently ended, well it is like this I want to see the World. During the debacle in June I met Captain America. He gave me has card along with a speech about being a hero. I've been thinking about what he said ever since. I'm considering taking Captain America up on his offer of joining the Avengers, as White Tarantula become a trainee. My only issues are how do I tell my Grandfather, Gwen and the others. I'm sure they'll all object, for different reasons. What should I do?"

"If you truly want this you'd best tell them sooner than later." Aunt May said. "It'll only become harder the longer you put it off, trust me. A word to the wise Edward be care, I don't just mean the direct dangers you'll face either."

"I don't understand?"

Often times you may think a person has your best interest at heart when they do not. Believe me when I say this. I speak from experience."

Before Eddie could ask Aunt May what she meant there was a loud knock at the front door. In fact it sounded as if somebody was pounding on the thick oak door. "My who could that be?" Aunt May said getting up from her seat." Feeling a buzz in the back of his skull Eddie knew trouble was here.

"Mrs. Parker perhaps I should get the door. My warning sense is buzzing up a storm." Eddie said.

"Oh dear, perhaps you should." Aunt May said letting Eddie get several steps in front of her.

Eddie cautiously opened the door revealing a happy looking Flash Thompson. "Hello Eddie would Mrs. Parker be home?" Flash said cheerfully.

"You should leave, now." Eddie warned.

"I want to see Mrs. Parker, me and her nephew Peter have unfinished business." Flash said.

"She doesn't want to see you, scram Thompson." Eddie said.

"Edward who is it?" Aunt May asked.

"Flash Thompson better known as Venom." Eddie answered. "I told him to leave us alone."

"Yes tell him I don't want to see him. If he comes in here I'll call the police." Aunt May said moving towards the phone.

"You heard the lady." Eddie said.

"It doesn't matter I've coming in if you want it or not." Thompson said his clothing turned blackish-blue and rapidly covered his form. Eddie took the opportunity to dropkick the momentarily disorientated villain out of the doorway. Closing the door behind him Eddie circled the now fully formed Venom.

"We'll eat your brains for interfering in our business Brock!" Venom screeched hopping up off the ground, "after we break every bone in your pathetic body!"

"You're welcomed to try ugly!" Eddie said balling up his fists. "I'm not letting you near May Parker!"

Venom lunged at Eddie. The strong tackle knocked Eddie back several feet. Eddie caught Venom and then pushed. The two grappled in the Parker's driveway each jockeying for position. Eddie used his organic webbing to blinded Venom then toss Venom over his shoulders into a nearby tree. Cracking the truck Venom half pulled half slurped off the organic webbing before wrapping up Eddie in twin strains of Venom's own webbing. Eddie struggled vainly against the expanding cocoon. Venom pulled Eddie along the web line viciously slamming Eddie's head into the same tree Venom had fallen against. The severity of blow rendered Eddie unconscious.

When Eddie came to who knows how long later Peter, Reilly & Mary Jane were looking down at him. The three helped pull him free of the mass of webbing. Getting unsteadily to his feet Eddie rasped.

"Venom attacked, I tried to hold him off. Is Aunt May alright?"

Panic gripped me I ran into the house Reilly hot on my heels. The first thing I noticed was the open door. We searched high and low but found no sign of Aunt May. We were back down by the front door when MJ helped Eddie inside closing the door behind them Reilly cried out. He was pointing at the door. There written in large, block letters was a simple yet chilling message –

"Spider-Man if you want to see her alive again meet me on the High School roof at midnight, no tricks come alone."

"What are you going to do tiger?" MJ asked concerned.

"What else can I do, I'll play Venom's game until Aunt May is safe." I said.

"Its' clearly a trap of some sort," Reilly said stating the obvious.

"I know." I said softly. "MJ, Reilly look after Eddie see he gets medical attention if need be."

"Wait," Reilly said.

"Reilly I have to go alone. If Venom sees…." Reilly cut me off.

"I know listen I've been working on something that might come in handy, a new type of webbing."

"Okay, show me what you got but make it snappy." I said.

"Follow me." Reilly said heading out the door, "you'll love this stuff."

To Be Continued


	28. Chapter 28

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Six: Fearful Symmetry

By

Celgress

Cider Falls High School midnight

"I've done what you wanted." I said landing on the roof top. "I've come alone." I glanced around seeing no sign of my nemesis. "Come on out Venom let's settle this thing between us."

"Anxious aren't you." The multilayered voice, which seemed to come from everywhere and at the same to nowhere, of Venom taunted. "Have you grown tired of life Parker?"

"Enough of your games face me!" I demanded. "Or are you scared?"

"We fear no one, least of all you Parker." Venom said remaining concealed. "We are your superior in every way."

"Prove it, you me one on one no tricks may the best super being win." I said assuming a defensive stance.

"We call the tune around here, not you. You are playing by our rules now. We hold all the cards, have you forgotten your dear Aunt May hangs in the balance?"

"Leave her alone Venom this is between us. She has nothing to do with our personal vendetta. Let her go, I beg you. If you have a shred of decency left you'll release Aunt May unharmed. Be a man Flash for once in your life, is that too much to ask?"

My last comment did the trick. "Aeeeiiiihhh," Venom screamed tackling me from the left, "how dare you impugn our honor!?"

"What honor?" I spat back monkey flipping Venom off me. "You're a multiple murderer and a kidnapper. You lack honor of any kind Flash."

"We'll break your scrawny neck!" Venom roared landing on all fours.

He crouched down briefly before springing back towards me. I took the opportunity to hit him with three impact webbing capsules. The capsules, which my cousin Reilly invented, exploded on contact. Each released a large of amount of gooey webbing. Soon Venom was immobilized. He dropped out of mid-air hitting the rooftop like a stone. I shot him with two more capsules leaving him completely covered in a tight mass.

"I hope this works." I said noting I had used up half the supply of capsules Reilly had given me earlier.

Inside the cocoon Venom was extremely agitated. He pushed and pulled yet remained firmly stuck. Next he probed the mass with several tendrils without immediate luck.

"He's making me out to be the villain, I hate that." Flash thought.

[_But we are the villain.]_

"He's trying to stop me, how dare he!?"

[_They all try. They all fail.]_

"I should have killed his stinking aunt when I had the chance!"

[_I told you as much. Mercy is for the weak. Only the strong survive. Only the wicked thrive!]_

"I'll show him the folly of his ways!"

_[I'll make him wish he'd never been born!]_

"We are…

[_…..Venom, we are perfection!_]

The tendrils at last found purchase. Exerting tremendous force beguiling their slender dimensions they pried away at the mass ripping it asunder. Venom emerged laughing with glee. Seeing his bewildered foe Venom fired twin strains of his own webbing at Spider-Man catching both Spidey's arms. Struggling in vain Spider-Man shouted.

"Now," A red stream of energy hit Venom square in the chest knocking the drooling monstrosity back a dozen feet. Venom squealed in pain, the nano suite peeling off the front of his torso under the intense heat. Freed from the gripe of Venom's web lines, they'd snapped under the strain, Spider-Man unloaded spurts of incendiary webbing on Venom. The concoction burst into flames the moment it touched the continuous red energy beam damaging more of the living costume. Soon Flash Thompson was left wearing, if one could call it so, a tattered mess of what looked like wet blackish-blue toilet paper. Flash fell down on his knees breathing heavily. Leaning forward he placed his hands on the rooftop to steady himself.

"Now Jean, do it now!" Cyclops, who was the source of the ongoing light show, shouted.

Jean Grey walked forward. She kneelt down, careful to stay out of the Cyclops' energy stream, placing her left hand on Flash's forehead she mentally linked with both the troubled young man and the now weakened AI of the nano suite. Their joined minds were in turmoil. Jean soon sensed the nano suite, when at full strength, was in danger of overwhelming it's human host. By doing so the nano suite was violating it's original purpose, it's core programing. It was meant to be a tool, mind you a powerful and potentially deadly one, for the betterment of humanity not a rebellious force verging on the evil. The nanites that comprised it feed primarily off epinephrine, commonly called adrenaline, and associated biochemical compounds. Because of an incomplete failsafe it had grown out of control in it's need for epinephrine as a result of later damage this need had only grown. Fortunately Jean could correct this imbalance. Removing her hand from Flash's forehead she smiled.

"Scott you can cease fire now." Jean said getting to her feet.

"Are you sure?' Cyclops asked.

"I'm positive Venom isn't a threat any longer. I've corrected the mental imbalance between the nano suite and the human host." Jean explained. Cyclops shrugged discontinuing his attack. Jean then surprised both Cyclops and Spider-Man by helping Flash regain his footing.

"T-thank you, for everything I-I can never repay you." Flash stammered offering Jean a weak smile. "Spider-Man I'm so sorry." Flash said an apparent look of genuine sadness on his face as he looked at me.

I wasn't buying any of it. "If you've truly reformed, prove it Venom. Tell me where you've stashed Aunt May."

"Of course, she's in the old pulp mill outside town. I-we'll take you there right away." Flash said his outfit showing signs of rapid regeneration. It already covered most of his torso and his upper thighs.

"No need," a new voice said in a thick Eastern European accent. "I shall retrieve Mrs. Parker." Nightcrawler said stepping out of the shadows behind Cyclops. His yellows eyes glowed in the darkness in stark contrast to his navy blue skin.

"We booby-trapped the structure," Flash said shaking his head.

The restored nano suite now covered all his body expected his hands, neck and head. I vaguely noted a change in it's design. It looked like Flash wore combat boots and had shoulder pants built into his uniform. In fact the entire thing seemed slightly more robust. Even the interlocking white spider emblems on the torso and back seemed a bit more spread out, elongated. The biggest change came when the shiny blackish-blue material finally enveloped his hands followed by his head. The mouth full of long tongue with drool coated fangs was gone replaced by a standard full coverage mask. The eyes of which had also undergone a drastic makeover. While they remained crescent shaped only the outline stayed white the interior was now the same shade of inky black as the rest of the costume. The effect in totality was nothing short of awe inspiring.

"We must come with you." The newly attired Venom announced. "If you're mission is to succeed."

"Wait a minute." I said stepping forward. "New look aside I'm not impressed, how do we know you won't betray us?"

"You'll have to trust us." Venom said. "There isn't any time we rigged a timer the bomb will explode in a few minutes. The longer we debate the harder rescuing your Aunt will prove."

"Don't worry Spider-Man, I promise you I'll save your Aunt." Nightcrawler said solemnly.

"It isn't you I'm worried about." I said eyeing Venom. "I don't trust him."

"Do you trust us?" Cyclops said.

"Of course," I replied without hesitation. "Why else would I call you, thanks for the assist by the way? I doubt I'd have survived the battle without you."

"Trust us once more." Jean said. "You have my personal assurance Venom is cured of his evil ways."

"Alright," I said throwing up my hands. "But if you hurt Aunt May in anyway so help me." I glared at Venom. "Keep a close eye on him Kurt, okay buddy?"

Nightcrawler nodded, he grabbed Venom by the arm the two vanished in a puff of smoke. Several tense minutes passed. We heard a distant explosion, a bright fireball lite up the northern horizon. My heart sank. I felt numb. Aunt May please God no, I thought. This couldn't be happening again.

"I'm sorry." Cyclops said putting his hand on my shoulder.

"Is there anything we can do?" Jean said looking me in the eye, her expression sympathetic.

"I-I only, hope Kurt got out in time,,, and Venom." I sniffed my voice growing small.

"You poor dear," Jean said giving me a sisterly hug.

I closed my eyes unable to face the harsh reality of the situation a second longer. I'd failed, yet again. I wanted to curl up and die. How could I tell Reilly has was an orphan for the second time in less than a year? I felt like a total schmuck, some hero I am huh?

"I always keep my promises." The distinctive voice of Nightcrawler rang out.

I opened my eyes extracting myself from Jean's embrace. There stood Nightcrawler my Aunt May in his arms by his side was Venom. I was overjoyed.

"Please let me down young man." Aunt May said which Nightcrawler did.

"Aunt May thank goodness you're okay." I said running up and sweeping my Aunt off her feet. I swung around her legs dangling in the air.

"Peter please I'm getting dizzy." Aunt May laughed.

"Sorry Aunt May." I said sheepishly releasing her. At last all was right with the World, or so I thought. The ringing of my smart phone shattered my assumption. Seeing Reilly's phone number I answered the call. "Hello Reilly, I have great news." I said excitedly. "We rescued Aunt May, isn't that wonderful."

"Peter listen some guy attacked us. Mary Jane, Kitty and me went out on patrol after Gwen took Eddie home. Mary Jane wanted to be nearby in case you need us, in spite of you calling in the X-Men." Reilly said his voiced strained.

"Reilly could you put on MJ?"

"Peter the guy took MJ."

"He did what?"

"We tried to stop him. He ambushed us. He's some kind of sniper. He used gas on us."

My blood ran cold. "Do you have any idea where he took her?"

"Actually," Reilly said taking a noticeable pause. "He told me. He scooped up Mary Jane in a net while we were out of commission on the ground. The guy said his name is the Punisher and he is taking Mary Jane to the Osborn Mansion, Lily Osborn put out a hit on you both. He said unless you show up by dawn Mrs. Osborn will kill Mary Jane."

"Thanks Reilly, head home." I said my grip tightening on my phone. "I'm sending Aunt May home look after here, bye."

"You can count on me, bye Peter." Reilly hung up on his end. I did the likewise.

"Peter what has happened now?" Aunt May said concerned.

"I'll tell you all about it once I got home." I said "Please make sure she gets home safe." I turned towards the X-Men.

"Don't worry, go." Cyclops said.

"We know you don't believe us however we feel terrible about what we've done." Venom said offering his hand. I looked at it skeptically.

"Pardon me if I don't return the gesture." I said my body tensing. "Keep an eye on him."

"Don't worry we have the required facilities should he experience a relapse." Jean said. "We can train him to use his powers responsibly and safely at the Xavier Academy, if Venom is willing to accompany us. Would you like that?" Jean asked Venom.

"We'd be honored to join the X-Men, even unofficially." Venom said giving a quick bow.

"Fine, between you be it. See you all later." I said swinging off into the night.

"Be careful!" Aunt May called after me.

Osborn Mansion

"Want a drink?" Lily Osborn asked pouring herself a glass of brandy from a heavily tumbler. Lily was wearing a grey tracksuit with black hiking boots. Her fists were covered in white athletic tape. Mary Jane fully clad in her Arachnia suite said nothing. She sat stoically on the floor of Norman Osborn's former home office encased in a titanium net curtesy of Frank Castle aka the Punisher. The powerful nerve agent Punisher had used on her was slowly wearing off. "You're not much of a talker, huh?" Lily said sitting on the large desk.

"Why are you doing this?" Arachnia asked after a minute of silence.

"Because you and your boyfriend destroyed my family, ruined my life," Lily said finishing her drink.

"It wasn't our intention." Arachnia said.

"Why did you lie than?" Lily said.

"Pardon?"

"You lied you and your friends aren't poor mutants who my husband kidnapped." Lily said pouring herself another drink. "Don't deny it I know the truth."

"You're right we aren't mutants. However your husband did abduct me."

"Liar," Lily hissed gulping down her drink and getting off the desk. "My Norman was a saint. He brought prosperity to the valley until you came along."

"I know you're hurting. I can….."

"Shut your lying mouth." Lily said kneeling down. "I'm fed-up with your deception." Lily's hand found the seam of Arachnia's mask.

"Don't," Arachnia pleaded trying to squirm away.

"No more hiding." Lily pulled off Arachnia's mask. "Let's put our cards on the table, you!?"

Lily couldn't believe what see saw. There before her sat a frightened, wide eyed Mary Jane Watson the same girl who was one of her son's closest friends. Lily gasped, stumbling back a step.

"My father sold me to your husband Mrs. Osborn." MJ said her eyes growing watery. "He did it to cover his gambling debts which your husband found out about. Your husband, Mr. Kingsley and Dr. Warren experiment on my without my consent, they hypnotized me Mrs. Osborn."

"It isn't true." Lily whispered. "My Norman wouldn't do such things."

"He did." MJ said. "I was normal until they injected me with their Super Soldier Serum. I never wanted these abilities. Please don't hurt me Mrs. Osborn. I'm sorry Mr. Osborn died."

"Why did you lie?" Lily said.

"To protect our loved ones," MJ replied. "You know what people in this town think about mutants and meta humans. How could our families live here if the truth came out?"

"Tell me who the others are."

"I can't betray their trust."

"Tell me now!"

"I'm sorry I can't."

"I'll find out soon enough on my own." Lily said pacing around the room. "Once I do they'll pay."

The exterior window of the den shattered inward. Spider-Man jumped through the shower of glass. He landed in the center of the room. Spotting the restrained, unmasked MJ he made his way towards her.

"Not so fast Spider-Man!" Lily said. Her words were followed by the click of a primed gun. A red dot lined up with the side of MJ's head. "Take another step I paint the walls with your girlfriend's brain."

I froze I couldn't put MJ in danger. I stood there stone still. What else could I do?

"Good, turn around nice and slow." Lily commanded. I did as she ordered. Once we were face to face Lily grinned. "I thought you were tough. Guess I was wrong."

"Let her go, this is between us." I said calmly.

"She stays until you die." Lily said keeping MJ in her sights. "Once she's seen the man she loves murdered before her very eyes she can leave, we'll be even then you two and I."

"Hurting us won't bring Norman back." I said.

"How dare you us his name!" Lily said her body shaking in barely controlled fury. "If not for your lies he'd be here now! I'll tear you apart!"

Lily dropped the gun forgetting all about MJ. Her hands crawled at my throat. She was astonishingly strong. I couldn't for the life of me figure out why. She punched me square in the jaw staggering me.

"Surprised Spider-Punk," Lily gloated.

"Rather," I confessed. "Have you been working out Mrs. Osborn?"

"Not exactly," Lily smirked. She attempted a round house kick which I blocked. She then summersaulted backwards putting some distance between us.

"I'm impressed." I joked. "Can I have the name of your personal trainer? All jokes aside how did you manage such a transformation, socialite housewife to material arts dynamo in three months or less?"

"The same way my husband was able to match your abilities fool." Lily spat out. "I took the last remaining dose of the Oscorp original Super Soldier Formula. The green serum the media has so aptly dubbed 'Goblin Juice' bothersome bug!"

"Believe me Mrs. Osborn you shouldn't have done that." I said trying to reason with her. "The stuff is unstable, it causes increased aggression. As I understand it was what drove your husband insane. Have you considered your son at all? How do you think he'll feel when you lose your mind?"

"How dare you mention my son!" Lily screamed kneeling down. I knew she was going for the discarded gun. Now was my chance.

"You have my sincere apologies." I whispered hitting the bent down Lily with two capsules of impact webbing before she could reach the pistol. She fell backwards her torso and legs covered in webbing.

"Let me go coward!" Lily bellowed unable to extract herself from the mass.

I turned to free MJ however she'd already freed herself. MJ looked at Lily her expression one of compassion mixed with deep sadness. MJ picked up and put her mask back on.

"Its' over, leave us alone." I said glaring at Lily beneath my own mask, "got it?"

"It isn't over Spider-Man." Lily declared defiantly. "It'll never be over until one of us is in the cold, hard ground. Don't think you've won, because you haven't. I know who you are now, Peter. It wasn't difficult at all to figure out once I discovered Arachnia's true identity. You'll pay yet for my husband's death, I swear."

"If you tell anyone our secrets or ever come near the girl I love or my family or friends again, threaten them in anyway. I'll kill you." I said starring down at the woman I'd known all my life, my best friend's mother. I felt sick.

"Peter we should go." MJ said tapping my back.

"I agree, the sooner we leave here the better." I said. "Goodbye Mrs. Osborn, remember don't come after us."

"You remember this isn't over!" Lily screamed as we left the Osborn Mansion.

Parker Residence

"My poor baby," Kitty Pride said stroking Reilly's short, blonde hair. "Are you feeling better sweetie?" The two sat on the sofa in the living room. Reilly's head was in Kitty's lap.

"A little," Reilly said wearing his Scarlet Spider gear minus the mask. "I still have a bit of a headache."

"Maybe this'll help." Kitty said leaning down and kissing Reilly. The pair was lost in their own world. They didn't hear the front door open or the approaching footsteps.

"Reilly!?" Aunt May exclaimed.

Reilly and Kitty jumped apart each ending up in a sitting position on opposite ends of the sofa. Both teens looked terribly guilty. They both blushed deeply.

"Aunt May you're alright!" Reilly said bouncing off the sofa. "Where is Peter, has be saved Mary Jane?" Reially asked hugging his Aunt.

"Wait what happened to Mary Jane?" Aunt May said after Reilly released her.

"Didn't Peter tell you? Some guy called the Punisher attacked us with gas. He took Mary Jane." Reilly stated.

"Oh dear," Aunt said covering her mouth. "Do you know where this lunatic took Mary Jane?"

"To the Osborn Mansion he said."

"Why on Earth would he take her there?"

"He said he was working for Mrs. Osborn."

"I hear you're dating my nephew Reilly." Aunt May said turning her attention towards Kitty, "pleased to meet you. I don't believe we have been formally introduced. I'm Aunt May, you are?"

"Kitty, Kitty Pride." Kitty gulped getting up and shaking Aunt May's hand.

"Um Kitty next time you and my nephew want to get better acquainted do it somewhere private, okay?" Aunt May said releasing Kitty's hand.

"Aunt May," Rielly blurted out everybody else laughed, except Kitty and Aunt May.

In transit between the Osborn Mansion and the Watson Residence

"I don't want to do this anymore Peter." MJ said as the pair swung between trees. "What if I'd been killed tonight? How would you explain what happened to my mother? She's already lost my father. I can't cause her further grief."

"I understand." I said begrudgingly. Secretly I was disappointed. Fighting crime with MJ by my side had been a blast.

"Don't worry if there is an emergency I'll pitch in. Consider me your part time partner." MJ said.

"Whew," I said in exaggerated fashion. "I was afraid for a minute there you were dumping me."

"Peter how could you think such a thing? I've loved you since before I knew what romantic love was. Face it tiger you're stuck with me." MJ teased. "Here is my stop see you at school tomorrow."

We kissed goodnight. I then made my way across the road. I saw the lights were on downstairs. I found Aunt May and Reilly waiting for me in the living room. The X-Men along with Venom were long gone. Aunt May explained they had to get back home some kind of minor emergency had come up. She & Reilly had thanked them again on my behalf for their help. Once I'd told Aunt May & Reilly about my misadventure at the Osborn Mansion Reilly had gone to bed. By now it was late, well after three am. The discussion had moved into the kitchen.

"Tell me Peter why did Philip Watson really commit suicide?" Aunt May said poring herself a cup of coffee while I got a can of soda pop from the fridge. "The reason involves Norman Osborn the Green Goblin, doesn't it?"

Sitting down across from my Aunt I sighed heavily. I figured I might as well tell her everything. We spent the next three hours talking. I related my sorted, near year long, history with the Green Goblin and his various minions. I also told Aunt May about my encounter with Spidercide aka Toxin aka my supposed clone Kaine Parker. Aunt May's heart looked close to breaking when I finished.

"Its' all Nick Fury's fault, damn him and his infernal Super Soldier experiments," She said. "Where is your older brother now?"

"Technically isn't he my clone?" I said confused.

"Blood is blood, family is family we do not turn our back on our own especially for something beyond their control." Aunt May stated with conviction. "Where is your brother now?"

"In the super villain prison in Colorado the Vault." I said.

"I see," Aunt May said. "You should have told me sooner."

"I know what are you going to do?"

"Honestly I'm not sure, yet. There is also Lillian Osborn to worry about."

"You don't think she'll come after me again so soon do you?" I said in alarm.

"I fear she might, she practically said as much. Judging by your description she's become unstable, dangerous. She could do anything. I doubt your threat will dissuade her."

"What do we, what do I, do?"

"Wait, watch its' all we can do. Promise me whatever she does next you won't provoke her further. Do not escalate the situation Peter unless she's putting somebody in immediate danger like tonight."

"I promise I won't antagonize her in anyway."

"That's my boy." Aunt May said reaching across the table squeezing my hands. I squeezed back.

Osborn Mansion

Lily Osborne fumed. The brats had escaped her clutches. Furthermore it had taken her over an hour to get free from the ball of webbing. Picking up the heavy tumbler she threw it at a grandfather clock that occupied the far corner of the office. To her surprise the glass punctured the middle of the flimsy construct. Her curiosity stimulated she carefully inspected the hole. There was a secret passage behind it a spiral stairway! No doubt one of the many hidden compartments that old coot Ezekiel had built when he owned the mansion. Sliding the damaged panel which held the faux clock aside Lily gingerly picked her way down the stairs. At the bottom she discovered a fairly large chamber filled with Norman's spare Green Goblin equipment including outfits, gliders and weapons.

"These should prove useful." Lily said inspecting her treasure trove.

To Be Continued


	29. Chapter 29

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Seven: One Man Band

By

Celgress

The rest of September flew by. It was the middle of October before I knew it. My double life once again was a lonely one. Beside Mary Jane calling it quits Reilly had also decided to take a break. In part because he was afraid another baddie might make an attempt on Aunt May's life. Reilly thus preferred to stay home most nights, can't say I blamed him. In a way it was comforting knowing Aunt May wasn't along. Over Gwen's intensely emotional protests Eddie had taken Captain America up on his offer joining the new Avengers Initiative at the end of September. We threw a lavish going away party for my unofficial big bro at Eddie's place. Eddie told his Grandfather he'd joined the Arm Forces, with his eye on the eventually earning a spot in an elite unite such as the Navy Seals or the Green Berets. The old man beamed with pride telling anyone who would listen his grandson was going to be a hero, if he only knew. After Eddie left Gwen became rather reclusive. She barely went on patrols anymore before announcing last week she need some 'me time' to sort out her feelings. Heck I couldn't even call in the Murdocks for support. Matt & Milla were on an extended tour of East Asia. They'd departed in August around the same time we'd visited the X-Men in neighboring Bayville. Their purpose being to hone their fighting skills by training with several world renowned martial artist experts, they left no eta on their return. The result of all this upheaval was Spidey became a semi-solo act, again. Damn just when I was embracing the whole team concept.

With less than six weeks left until Election Day the mayoral race between incumbent "Robbie" Robertson and challenger J. Johan Jameson had grown increasingly heated. Mayor Robertson's campaign had countered charges of incompetence with those of prejudice stating Jameson was a bigot using growing local hysteria over mutants & meta humans as a wedge issue. The first of two public debates would be held in a couple of days. Chief Stacey had told us it would be advisable if the four remaining super heroes of Cider Falls, especially Spider-Man, didn't put in an appearance. Worse in recent weeks Jameson had teamed up with infamous mutant hater, major proponent of the Super Human Registration Act, Senator Robert Kelly and his unofficial public mouthpiece radio host Leroy Embry. An old school hate monger Embry had made a career out of preying on the fears of Middle America. Whether it was illegal immigrants from Latin America or Chinese Communists Embry relentlessly lambasted any and all perceived threats to the homeland while shamelessly lining his own pockets. Once the situation in the valley had been brought to their attention Kelly and Embry embraced the myth of a small town terrorized on a nightly basis by marauding mutants. They used it as a cautionary tale of what awaited the nation should super beings remain unfettered.

Osborn Mansion, afternoon

"I told you stop calling me or I'm contacting the police!" Lily Osborn said slamming down the phone in Norman's old den.

Lily was livid. A sick prankster had been calling her for weeks pretending to be her late husband, the Green Goblin. Lily entertained no illusions it was her deceased spouse, she knew that was impossible. How dare someone make light of her tragedy! Getting up from her chair Lily rubbed her neck. Since discovering Norman's secret stash of goblin gear she'd spent countless hours redesigning the battle suites both functionally and aesthetically turning them into something that fit her purpose. Now she was ready. Tomorrow night a new goblin would take flight.

Oscorp Industries

"It isn't working boss." Jason Macendale said turning off the specially designed, frequency scrambler phone. "She's a tough nut to crack. I can see why the late Mr. Osborn chose her as his mate."

"Do I detect a hint of admiration in your voice Macendale?" Roderick Kingsley said quirking an eyebrow from his position behind the large desk that was once Norman Osborn's. "Need I remind you she is our enemy? She's the primary obstacle remaining between me and undisputed control of Oscorp, an obstacle which must be removed by any means necessary."

"No boss, I fully appreciate what is at stake. What is our next step?"

"Good, tell me Macendale do you have any experience hand gliding or better yet surfing?"

"I'm reasonable skilled at both, why do you ask boss?"

"The time of the Green Goblin's return approaches." Kingsley said with a smile.

Downtown Cider Falls, evening

It was a warm night. A steady southerly breeze ruffled the brightly colored foliage. Occasional showers of red, orange and gold leaves rained down. The valley was experiencing a prolonged fall warm spell. The kind of weather old timers called "Indian Summer". I loved fall. It was my second favorite season after summer of course, hey what can top summer vacation when you're school age? Things had remained peaceful since my confrontations with Venom and Lily Osborn a month ago. It was the night of the first debate and the streets were all but deserted. Everyone was at the Civic Center hearing the two candidates verbally duke it out. Wish I could join them I thought as I saw the building up ahead. Alas it had been declared a Spidey free zone. I was performing my third, and final, sweep of the downtown core when I heard a noise I'd prayed I'd never hear again, the high pitched whirring of a goblin glider! In response my spider sense went crazy. It couldn't be, could it? He was dead, right? What was going on? I received my answer by way of a pumpkin bomb the impact of which broke my web line and knocked me out of the air. Managing a course correction in midair I landed on the roof of the Civic Center with a loud thud.

I rolled halfway across the massive, corrugated steel roof before I came to a stop. I heard maniacal laughter. Looking up I half expected to see the Green Goblin glaring down at me, his trademarked grin plastered across his masked face, his neon yellow eye boring into my soul. That wasn't what I saw. Instead I beheld a grey masked goblin with long, messy red hair and fiery red eyes. This latest Halloween rejected wore a full body burgundy tunic with skinny black gloves & matching boots accented by a steel studded brown leather belt and brown leather forearm pads.

"Aren't you a tad early?" I joked snapping to me feet. "Halloween is two weeks away you know."

"You'll never see it jokester." The new goblin declared in an oddly familiar, screechy voice throwing a barrage of pumpkin bombs my way.

Dodging the attack I fired a strand of webbing at the low flying new goblin. It worked I snagged the glider, yes. New goblin merely laughed touching my web line with it's left hand delivering a powerful shock from it's energy gauntlet before I could fully break the connection. Once again off my feet I narrowly avoided being sliced up by a half dozen razor bats. Whoever this new goblin was they were putting me through the wringer.

"Where the heck did you come from?" I panted recovering my footing all be in my difficultly this time.

"Hell, give Satan my regards webhead!" New goblin screamed diving bombing my position.

Trying the same trick I'd successfully used against Green Goblin multiple times. I summersaulted over new goblin's head leading behind new goblin on the glider. New goblin immediately turned around firing red energy bolts at me.

"No freeloading allowed," new goblin said enraged by my sneaky maneuver.

"Aw I was enjoying the ride." I faux whined. "Sure you won't reconsider?"

"Die spider scum!" New Goblin said attempting to lay the sizzling energy gauntlets on me.

I held off the intended assault as best I could I griped my opponent around the wrists. Whoever was behind the mask new goblin was incredibly strong, at least on par with the original.

"Let go!" New goblin yelled as the gilder spiraled away from the Civic Center.

"And let you fry me like a bug, no thanks." I said shaking my head. Out of nowhere new goblin pulled out a dirty trick. New goblin kneed me south of the beltline. I crumpled in pain. "No fair," I wheezed. "You cheated."

"I call it employing an unorthodox strategy." New goblin cackled before laying both hands on my shoulders. The intensity of the charge I received temporarily rendered my unconscious. When I came to a few seconds later I was sailing through the air! The damn new goblin had thrown me off the glider! "Have a nice trip Spider-Man curtesy of Menace, see you next fall!" I heard the retreating voice cackle.

Freefalling I briefly panicked. Firing my web lines I failed to latch on anywhere. So this is how I'm going to die I thought grimly. It wasn't fair. I had only been Spider-Man a year. What had I done to deserve this? I always tried my best. I was a good hero, wasn't I? I had given up, accepting my fate when a thought dawned on me. If I couldn't stop descending perhaps I could slow it down instead. Twist my body around so I was facing the ground I emptied by web shooters onto the rapidly looming sidewalk. I then loaded the four impact webbing pellets I had and fired them into the already large, gooey mess. The result being I land safely, more or less, in a man sized cushion of six feet deep webbing. My body was sore from both from the landing and the beating I received however I wasn't seriously injured. Most importantly I was alive.

It took me half an hour to extract myself from the cushion. By that time Menace was long gone. Great another costume wearing looney, exactly what this town needed. Having no idea where my latest enemy went I limped my way out of town before taking to the trees. My stiff muscles made it slow going. I only hoped Aunt May wasn't up when I got home. She worried about me playing super hero enough without seeing me brutalized.

Osborn Mansion

"Yes I've done it! I've killed Spider-Man!" Menace aka Lily Osborn said to herself cutting through the sky on her glider. She hadn't felt this good in months, not since the night before her husband's public disgrace and untimely death. She was elated. A twinge of guilt passed over her heart. How can you take pleasure in a young man's death a boy really? She pushed away the thought quickly dismissing it. He had it coming she forced herself to think instead. He took away the love of my life, my son's father what else could I do? Circling her house Lily was lost in her own mind. Initially she didn't notice the whirring of a second compact jet engine. Only when the second aerial vehicle along with it's all too familiar occupant was in front of her did she register she was on longer alone.

"Hello there imposter," Green Goblin said outwardly looking identical to his last appearance.

Grinning through his mask at Menace the new arrival was caught off guard by twin energy blasts to the fuel tank of his glider followed by a razor bat with attached pumpkin bomb. Leaping off the doomed glider Green Goblin landed awkwardly on the main roof of the Osborn Mansion, spraining his right ankle in the process. Landing her glider nearby Menace hopped off. Methodically she advanced towards Green Goblin who was slowly crawling away. Once within range she zapped him every few steps with energy blots from her gauntlets.

"You disgrace him by wearing that mask." Menace said grimly. "Take it off, tell me who you are! Hear my, do it or I barbecue you swine!"

"Okay, okay," Green Goblin gasped his body smoking from the electrical charges.

"_Don't you dare Macendale!" The voice of Roderick Kingsley crackled over the radio link built into the mask. "Take off that mask, you're fired!"_

"Sorry boss, I have no choice." Green Goblin mumbled through the pain of another electric shock.

"What did you say? Who are you talking with?" Menace demanded now only few feet away from the injured Green Goblin.

"_Keep your mouth shut Macendale, or you'll regret it!" Kingsley yelled over the uplink._

"My boss, Roderick Kingsley I'm his bodyguard Philip Macendale." Macendale said wincing in pain removing the Green Goblin mask.

"Why are you here?" Menace asked.

"Kingsley has been paying me to gaslight Mrs. Osborn. His aim being her insanity, have her committed then assume control of Oscorp."

"I see."

"Who are you? What are you going to do with me?" Macendale said fearfully his head swimming.

"Send a message." Menace said coldly.

Oscorp, fifteen minutes later

"I can't believe that fool betrayed me." Kingsley raged. Whoever the new goblin who had bested Macendale was they had clearly gained access to one of the variants of Super Soldier Formula produced by Oscorp, perhaps even the original "Goblin Juice". The question was how said person had managed it. All the various serums had been destroyed, Kingsley had seen to it personally. Could he have overlooked something? Was it possible? Kingsley continued pondering the question after he lost touch with the traitorous Macdendale until his concentration was disturbed by a faint whirring that grew louder by the second. It seemed to be emanating from behind him, but the only thing behind him were the windows that provided a spectacular view of the town. Wait, instinctively ducking under his desk Kingsley saved his life. A large, heavy package smashed through the windows spreading glass and wood all over the top of the desk and chair where Kingsley had been seated. The previously silent office was filled with sinister laughter which slowly faded away along with the whirring noise.

Waiting several minutes until he was sure it was safe Kingsley cautiously inched out from under his desk. There laying on the floor in front of the desk, having bounced off the top, was the badly bruised body of Jason Macendale still in his Green Goblin gear minus the mask. Pinned to his chest by a razor bat sticking into his heart was a note. Scrawled in red paint were the words –

"Curtesy of Menace, give him a proper burial Kingsley. Menace One Kingsley Zero."

Shaking with fear that slowly gave way to an all-consuming rage Kingsley stood up. His hands balled into fists. It had now become apparent in his mind the only course of action open to him, if Norman Osborn and this Menace person could transform themselves into Super Soldier wannabes than so could he. All he needed was the recipe for the "Goblin Juice" fortunately he had saved a copy of the data in question for such an occasion. Once sufficiently refined he'd use it on himself. He'd become the greatest goblin of all!

To Be Continued


	30. Chapter 30

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Eight: Enforced

By

Celgress

"Stand still while we squash you!" Rhino bellowed in frustration.

"Let me think about it, how about no." I said doing my best Dr. Evil impression while dodging incoming energy blasts from both Beetle and Shocker. "Can't we all just get along?" I joked.

"Turn yourself in we may consider it." Beetle said trying again to hit me with his wrist mounted lasers.

"Who died and made you guys the law in this town?" I said catching Beetle in midair with two pellets of impact webbing, he fell like a rock.

"Haven't ya heard buggy boy were the new sheriffs in town." Shocker said redoubling his efforts to light up my life.

"Rhino, Shocker help get me out of this stuff!" Beetle wailed withering around on the ground in a mass of gooey greyish-white fibers.

Rhino rushed to the aid of his fallen comrade. Now was my chance. I jumped between the kneeling Rhino his back turned to me and the irate Shocker.

"Hey Shocky I betcha can't hit me even at such a short distance." I taunted.

"Die walk crawler!" Shocked yelled at me directing an especially intense surge of energy my way, jumping aside the crackling wave hit Rhino and the already prone Beetle instead rendering them unconscious.

"Nice one Shocky." I laughed incapacitating the bewildered henchman before he could react with my impact webbing. "I have a message for your employers. Tell Jameson and Fisk I'm done playing games, next time you three goons come after me I'm going after them." I said before departing the area.

It had been nearly a week since my fateful encounter with the new goblin in town, Menace. In that time I'd pretty much healed from our tussle. Luckily I hadn't seen Menace since. I knew I'd eventually have to once again face the ghoul in battle however the more time elapsed between own matchups the better my aching bod would feel.

Speaking of ghosts and goblins Halloween was rapidly approaching, where does the time go? Mary Jane and I had already picked out our costumes for the annual teen dance. We were going as Mr. Fantastic and the Invisible Woman of Fantastic Four fame. With MJ's hair and eye coloration altering powers she didn't even require a wig or contacts. Early on in our quest for ideas Reilly had made the monumentally stupid suggestion the three of us, four if we could convince Gwen to attend which it later turned out we couldn't, go to the dance as our respective alter egos. MJ and I spent several hours convincing my cousin why that was a very bad idea, not least of all because it could help people put two and two together about us. Begrudgingly Reilly conceded defeat admitting our logic. I only hoped this Halloween was less eventful than the last.

I hoped Aunt May was enjoying herself. She was away on business. Attending a week long fruit growers' convention on the West Coast she told me and Reilly. It sounded dreadfully boring.

Osborn Mansion the following morning

"Dammit," Lily Osborn said crumpling up the latest edition of the Bugle and throwing it in the trash can.

Spider-Man had somehow survived their battle. Not only that he'd bested the armor enhanced Enforcers last night. How could one individual, an adolescent no less, keep on beating the odds? The boy should have died a hundred times over by now. It was maddening!

"I'll destroy him if its' the last thing I do." Lily said picking up the family portrait which sat prominently on her husband's former desk. Studying it closely a single tear trickled down her face. "I swear he'll pay my love, no matter what."

Lily had already gone far further in her quest for vengeance than she'd thought herself capable of. She'd threatened, she'd abducted, she'd brutalized, and she'd even killed in cold blood. Most damning of all she'd do it all again, and more, in a heartbeat, if need be.

"Mom are you okay?" Harry said shaking Lily out of inter musings.

"I'm fine Harry." Lily said putting the picture back offering her son a weak smile.

"You miss dad don't you?"

"More than I can say."

"I'm worried mom. You spend all your time in here in dad's old den, it isn't healthy."

"Please don't worry about me."

"I can't help it mom. I love you." Harry said leaning across the desk and hugging his mother.

"I love you to Harry." Lily said holding her son tight. "Everything I've done has been for our family, always remember that."

Breaking the embrace after several long moments Harry said. "Mom how would you like to join me and Liz tonight for supper? We are going to the Sandwich Shop, your favorite."

"You and Liz have fun, she is a good girl." Lily said gently squeezing her son's hands. "I'll be okay here."

"Are you sure mom?"

"I'm sure. Go have fun with Liz, give her my love."

"Alright if you're sure mom," Harry said.

"I told you I'm sure, now go." Lily said waving her son away. Harry took the hint soon Lily was again alone.

"_Have you considered your son at all? How do you think he'll feel when you lose your mind?"_

Spider-Man's words haunted Lily. Wincing she looked longingly at the family portrait. "I'm sorry Harry. I have no choice. I can't let your father's murder go unavenged. I hope you'll understand, someday."

Oscorp Industries, afternoon

"Can you do it or not?" Roderick Kingsley asked over the phone, "two months isn't soon enough. I need the matter taken care of long before then. What do you mean I'm asking the impossible? I thought you were the best. Okay fine I'll find someone else, good day." Kingsley slammed down the receiver of his desk mounted phone. He'd thought the Guild of Assassins would jump at the chance to eliminate Menace and Spider-Man. He'd been wrong, apparently neither the insect nor the goblin usurper were high profile enough to demand priority kills, in spite of the lucrative contracts Kingsley had floated.

"If you want a job done right," Kingsley muttered behind his desk. "Looks like I'll be handling things personally from here on out."

Since his spine tingling brush with Menace, which had resulted in the gruesome death of his hired gun Jason Macendale, Kingsley had devoted every spare second to refining the 'Goblin Juice', or the green as he preferred to call it. Fortunately his previous career as a brilliant chemist, before meeting his late wife, came in handy. Kingsley had worked his way up to become the CEO of a leading West Coast perfume company. Utilizing his extensive knowledge he'd reformulated the serum producing a refined variant he hoped would make him more powerful than Menace and the former Green Goblin while minimizing the undesirable side effects. Concurrently he'd retrieved the remaining Green Goblin gear from storage. Extensively altering it he'd crafted a new persona for himself. A persona he hoped to debut at the annual young people's Halloween Dance at the Civic Center. The irony wasn't lost upon him. In fact Kingsley had picked the occasion specifically because of the connection with his predecessor.

Leaning back in his plush leather chair Kingsley grinned. There shall always be a goblin as there shall always be the haunted. He thought with grim satisfaction.

Fisk Industries, late afternoon

"You're buffoons failed." J. Jonah Jameson said folding his arms across his chest.

"I call it an unforeseen setback." Walter Wilson Fisk said placing his large elbows on his desk.

"Bottom line is they didn't deliver the goods." Jameson said entertaining none of Fisk's sugar-coating. "You promised those supped up knuckleheads could clean up our town. Hell they couldn't even go toe to toe with one super powered freak little own a whole gang of them. Spider-Man handily humiliated your so called Enforces, they were laughable in action."

"The primary problem as I see it is there lack of battle experience against truly formidable foes." Alistair Smythe said from his position standing to the left of the seated Fisk. Alistair's father Spencer occupied the position to Fisk's right. "I suggest we recruit a mercenary or soldier of fortune if you'd rather, who is willing to be our next subject for cybernetic augmentation preferably one possessing either extensive hand to hand combat experience or at least training, say a former Navy Seal or Green Beret. I already have a spider slayer exosuite modeled after the deadly scorpion, the natural enemy of many arachnids, awaiting a human counterpart."

"It is settled than. We will start the search for the best candidate to become our human scorpion at once." Fisk said clasping his hands together joyously.

"Let's hope this latest enforcer turns out better than the others." Jameson grumbled unimpressed.

"Trust me Mr. Jameson he'll be a hit, especially with Spider-Man and his associates." Alistair laughed Fisk soon joined in. Spencer and Jameson only looked on, refusing to take part.

Secret Lair of the Jackal, evening

"How goes the good fight Doctor?" Toxin asked strolling into the abandoned warehouse like her owned the place, which in fact he did. An action not lost on the former Miles Warren.

"I wish I knew who you were under that living suite." Jackal said not looking up from his specimen tray ignoring Toxin's question. "I prefer looking my co-conspirators in the eye when I'm conspiring with them. It builds trust."

"Tough," Toxin said walking up to where Jackal sat. "I sleep much better at night with my anonymity intact. I ask you again have you made any progress?"

"A scant amount," Jackal said. "I told you I require more advanced equipment and plenty of it if my work is to meet the standards you've laid out."

"How difficult can…"

"Artificially producing elemental manipulating and psychic mutants on the level of elite X-Men is no easy task. International agencies with near limitless resources have been trying for over twenty years now, ever since the mass existence of natural mutants with the X Gene was first made public, with only limited success."

"True, however you have the mutagenic formula you used on yourself and the original Toxin."

"Thus far it has only been able to transfer select animal traits to humans. What you are asking, nay demanding, my partner is far beyond that. The complexity of the required calculations alone to alter the mutation process could take a lifetime to unravel."

"Then you'd better get started Doctor." Toxin said coldly. "If you cannot give me what I want I'll find others that can."

"Are you threatening me?" Jackal said his body tensing. "If so it would be most unwise." Jackal turned glaring at Toxic.

A group of tendrils extended from Toxin's right forearm. They wrapped around Jackal's throat constricting. Jackal clawed at his neck struggling for breath his vision going blurry.

"I wield the power in our arrangement, never forget that!" Toxin said. "You'll do as I say or suffer the consequences. You are my tool, nothing more but a means to an end. If you cannot help me achieve my desired goal your usefulness is over." Toxin's tendrils released Jackal from their steel grip. "Never question me again, understand?" Coughing violently Jackal nodded his agreement. "Good, I'll return in a few days. Have a progress report ready."

Watching Toxin go Jackal shot him a look that could freeze liquid nitrogen. "Oh I'll produce your mutants alright. However they call me master, not you. When the time comes I'll enjoy watching you squirm, partner."

The Vault Colorado, afternoon

May Parker wasn't sure if she was doing the right thing. All she knew was that as the last surviving member of the original Parker Family that had worked for SHIELD lo those many years ago she had to face their dark past and her role in it. Sitting behind the protective reinforced glass, a guardsman had told her it was strong as titanium, she felt queasy. It had been a long time since she'd been in a facility like the Vault. May detested the various super being containment centers SHIELD had administered back in the day. She clearly remembered how the inmates were treated little better than animals. Thinking one of her nephews was inside such a place was sickening. Banishing the thought she put on a brave front for the man with the lightly scarred face who sat down on the other side of the barrier. He picked up the phone built into the wall she did the same.

"Hello Kaine."

"Do I know you?"

"I'm your Aunt May, May Parker do you remember?"

"I can't say I do." Kaine lied.

"Let me show you." May said fishing a faded photograph out of her purse. The picture showed a teenage Kaine wearing white surrounded by his parents and aunts & uncles. "That is me right there." Aunt May said pointing out a cute bespectacled young woman standing next to a handsome young man. "Standing beside me is your Uncle Ben, God rest his soul."

"Look," Kaine sighed. "I know your heart is in the right place, however it doesn't change anything. We don't know each other. We might as well be strangers."

"Kaine don't say that, we're blood. We'll always be connected."

"Where were you, where was my so called family when I was living like an animal on the streets huh?"

"We didn't know your parents told Ben and I you died. If we'd have known…."

"You'd have what taken the inhuman freak into your home. Please don't insult my intelligence."

"I wish there was something I could do to make it all better, take away your pain." May said her eyes downcast unable to meet Kaine's gaze.

"Unless you can erase the past there is nothing you can do." Kaine chuckled bitterly. "Go home May, you have Peter and Reilly give them the life I can never have. Be a family. Forget about me its' better for everyone, goodbye." Kaine broke the connection the guardsmen took him away.

"Wait….." May pleaded desperately it was already too late.

Distraught May hardly remembered being escorted back to the parking lot. Sitting in her rented car she cried for several minutes before calming down enough to use her smart phone. Dialing a number she swore she'd never use again May mentally prepared for the ordeal to come.

"Hello Nick Fury speaking." The voice on the other end said. "Whom may I ask is calling?"

After a short pause May managed a response. "Director Fury its' May Parker."

"Never thought I'd hear from you again considering our last conversation," Fury said bluntly.

"I need a favor, a big favor."

"What sort of favor?"

"One only you can grant."

"I'm intrigued."

"I want a person's memory wiped."

"That certainly qualifies as a big favor." Fury continued following a few seconds of silence. "I see you're in Colorado. I'll meet you at Boulder airport in three hours sharp. We'll discuss your, proposal over a later supper. I'll see you soon."

"Thank you," May said shakily.

"Don't thank me yet I haven't done anything and I might not, goodbye." The line went dead.

To Be Continued


	31. Chapter 31

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Twenty-Nine: A Hobgoblin Halloween

By

Celgress

"What exactly happened kids?' Chief Stacey asked Mary Jane, Reilly, Gwen, Harry, Lisa and I.

We were sitting on curb next to the burning Civic Center. The parking lot was filled with police cars, ambulances and three fire trucks, including one from neighboring Bayville. The scene was bathed in an eerie glow from the flames and blue & red lights of emergency vehicles.

"Two people dressed as goblins attacked the dance they then fought each other until their pumpkin bombs set the place on fire." I explained feeling numb. "The one in yellow and blue calling himself the 'Hobgoblin' overcome the one wearing red & black Menace. We…"

_Early_

"_I'm the Hobgoblin kiddies." The yellow faced, red eyed goblin in the hooded yellow robe with blue arms, legs and matching yellow gloves said bursting from the roof in a blast of flame. "Who wants to have fun, hmmm?"_

"_Leave these innocent children alone!" Menace roared descending through the same hole Hobgoblin had made in the ceiling. She smashed her glider headlong into Hobgoblin's own. The two airborne baddies careened out of control hitting the far wall._

"_How dare you interfere in my business pretender," Hobgoblin bellowed standing up. _

_Menace threw a punch. Hobgoblin caught her gloved fist in his hand. Squeezing her bones cracked she cried out in pain he then head-butted her, following up with two knees to her midsection and a vicious left hook to her masked chin. He then snatched her up by the front of her red tunic. Lifting Menace high overhead Hobgoblin threw her into the table where the party favors were. The table shattered upon impact. Hobgoblin then ran over lift up the semi-conscious Menace once more by her tunic. He reached for her grey mask with the fiery red eyes._

"_Don't," Menace whisper, "not here in front of the children."_

"_I think this is the perfect setting." Hobgoblin laughed pulling free Menace's mask. "Well I'll be, goblins run in the family it would appear, hey kiddies looky here its' Lilian Osborn playing dress up!" Hobgoblin rotated around in a slow circle giving everyone present a look at the unmasked Menace before dropping unceremoniously her on the floor. "Now before any super do-gooders, such as Spider-Man or those bumbling cyborg rent a cops the Enforcers, happen by to stop our party here are a few parting gifts." With his gauntlets Hobgoblin summoned his glider. Hoping on he ascended into the air. When he was outside the damaged roof he dropped inside six incendiary pumpkin bombs._

_Harry Osborn with help from Peter and Mary Jane barely had enough time to collect Mrs. Osborn before the place went up in flames. Thankfully everyone got out in time. Gwen and Reilly made sure of that. A few minutes later the police arrived, followed closely by the other emergency vehicles._

Now

"How is my mom?" Harry blurted out cutting me off. "Is she going to be alright?"

"She's in stable, but serious condition. The doctors are surprised she's doing so well." Chief Stacey answered.

"Harry do you have any idea why your mother assumed a hidden identity becoming Menace?" Chief Stacey said.

"None, she's been obsessed with getting revenge on Spider-Man and his team ever since dad died." Harry said lowering his head. "I never thought she'd go this far."

Chief Stacey brief put his hand on Harry's shoulder. "Its' okay son, she hasn't commit any truly serious crimes. If that holds and she agrees to cooperate I'll make sure she gets help. Besides it seems 'Hobgoblin' was the aggressor."

"Thank you sir," Harry said looking up at Chief Stacey.

"Alright you're all free to go expect Peter." Chief Stacey said. "Peter right this was, being the last person out I couple more questions for you." Chief Stacey gestured for me to follow him.

"But daddy…" Gwen protested.

"No buts Gwenie. Peter and I need to have a chat, alone." Chief Stacey said in a tone which made it clear he wasn't accepting no for any answer.

"I'll see you guys later." I said. 'Be careful' MJ mouthed I mouthed 'will do' back.

Once alone in his squad car Chief Stacey let me have it. "I know you've been flying solo for about a month now. Why did you tell me Menace and Hobgoblin?"

"I never saw Hobgoblin before tonight. I thought my first encounter with Menace wasn't important." I said squirming slightly in my seat.

"Did you know Menace was Lily Osborn?"

"I had no idea. Although Lily hired the Punisher to kidnap Mary Jane last month, Lily also told me & MJ she'd taken Goblin Juice."

"Dammit Peter you should have told me at once. From now on no secrets, got it?"

"Got it sir, I'm sorry I didn't come to you. I only wanted to avoid causing Harry anymore pain. I thought Lily would give up her vendetta against me after I easily defeated her the first time around, guess I was wrong."

"Any reason in particular you thought she'd give up her vendetta, be honest Peter?"

"I kind of, sort of, I um ah threatened her life if she didn't. You must understand she had learned my and MJ's dual identities by that point, she'd already threatened our loved ones." I replied ashamed of my behavior.

"It gets worse and worse." Chief Stacey said rubbing his right hand over his face. His mind was racing. If Lily Osborn knew about Peter and Mary Jane were Reilly, Eddie and his daughter also in danger? Would the obviously unhinged Lily go so far as to target Peter's & Reilly's Aunt or Mary Jane's Mother? "I'll make certain Mrs. Osborn doesn't bother you anymore. In return you keep me in the loop on future developments, deal?"

"Deal," I said.

"Now scram," Chief Stacey said. I need no further encouragement I opened the door however before I could leave. "Oh and Peter don't do anything foolish."

"Like what?" I ask mentally cringing.

"Like going after the Hobgoblin on your own, go home Peter its' been a long night."

Cider Falls Hospital an hour later

"Is the armed guard really necessary?" Lily Osborn said glaring at Chief Stacey from her hospital bed. "Need I remind you I'm the victim here?"

"Officer Maddox take fifteen." Chief Stacey said over his shoulder.

"Are you sure sir?" Officer Maddox asked.

"I'm sure. Go get a cup of coffee."

"Thanks sir." Officer Maddox said heading down the hallway.

"Leave Peter Parker and Mary Jane Watson alone," Chief Stacey said staring hard at Lily Osborn.

"Why should I?" Lily said.

"Because hurting them wouldn't solve anything, it won't bring Norman back."

"It'll make me feel better."

"What about your son, what about Harry, if you kill either Peter or Mary Jane I'll bring you in. He'll lose the only parent, the only close family member, he has left. Do you truly want that?"

"No," Lily said after some thought.

"Promise me you'll never become Menace again, I'll let you walk." Chief Stacey offered. "I'll say you were under the Hobgoblin's control."

"You'd do that?" Lily said skeptically.

"I think everyone involved has suffered enough. Besides I have my hands full already with all the craziness around here. I don't need or want any further trouble. Do we have a deal?" Chief Stacey asked extending his hand.

"We have a deal." Lily said taking Chief Stacey's hand in a surprisingly strong grip.

Oscorp Industries

"How did you find me?" Hobgoblin demanded landing his glider on the roof. There in front of him stood Spider-Man.

"I used one of my trusty new spider trackers." I said proudly waving around my smart phone before putting it back inside the backpack I wore. "They have an app for everything these days."

"When did you tag me? We've never met until now." Hobgoblin mused. "No matter once I crush you I'll discover the truth at my leisure." Hobgoblin directed a flurry of razor bats at me which I effortlessly dodged.

"Hobby, Hobby, can I call you Hobby?" I said kicking the new goblin square in his chest. "I dealt with the original Green Goblin and Menace both we're a heck of a lot scarier than you."

"Maybe so but I'm smarter, faster, stronger and deadlier." Hobgoblin said steadying himself on the gilder he grabbed by leg spinning me through the air. Before I could right myself on the rooftop he threw four pumpkin bombs my away.

"I hate Halloween." I groaned barely avoiding the explosions. A second barrage of razor bats mixed in with crackling, yellow energy bolts zeroed in on my positioned. I rolled across a large expanse of the roof staying one step ahead of my assailant. Scrambling to my feet I retaliated with four pellets of impact webbing all save one missed.

"Get this stuff off me!" Hobgoblin raged finding his body encased in gooey, greyish-white mass.

"Forget it Hobby you're finished." I said triumphantly preparing to shoot more webbing.

"Foolish arachnid," Hobgoblin laughed tapping the front of the glider with his foot. "I cannot be so easily overcome." The front of the glider popped open releasing a compact missile! "My spider seeking missile is keyed to trace chemicals emitted by your body's unique biochemistry. It'll follow you wherever you may flee, happy Halloween!"

Aw crap I thought the missile barrelling towards me at high speed. I ran away across the massive roof the deadly projectile behind me every step of the way. I could hear Hobgoblin's maniacal laughter fading away as I put distance between myself and the insane villain. I was quickly running out of roof. What was I going to do? Getting an idea I summersaulted backwards landing on the missile. The guidance system confused by my unorthodox counter action caused the missile to spin around in a slow circle. Using the opportunity I forced open a side panel and pulled out a handful of wires disarming the device then leapt away. The missile dropped like a rock bouncing off the roof it hit the parking lot below causing a startling large explosion, which consumed several parking spots along with a street lamp.

"Whew," I said from my position clinging to the outer wall of Oscorp Industries. "If it had hit me, I'd have been a goner. I'd better watch me back, seems Hobby plays for keeps. Speaking of Hobby where has my little goblin got to?" I wondered aloud finding Hobgoblin had vanished by the time I scurried up the wall. On a hunch I pulled out my smart phone. Sure enough Hobby had neutralized the spider tracker. "Note to self, next time don't tell the villain or villains about the spider tracker until you've collared them." I groaned. Seeing no other options I headed home.

Unknown to Spider-Man from within the confines of his office the Hobgoblin aka Roderick Kingsley watched the super hero depart the property via closed-circuit security cameras. He had entered the room via the wall hidden secret passage. The same one Dr. Otto Octavius, now Dr. Octopus, had so often used in the past. Removing his sinister mask Kingsley dispassionately viewed the scene of destruction caused by his misdirected missile strike.

He'd handle Peter Parker and his equally insufferable friends, when the time was right. Until then he'd bide his time. At least he had both Lily Osborn and her alter ego at his mercy. She'd pay dearly for threatening his dream of independently ruling Oscorp. Everybody has a weak point an Achilles' heel. Lily's was her son Harry. The only question was how and when to strike.

Cider Falls early November

The next week was a hectic one. Several notable events occurred. One of which was totally unexpected, at least on my part.

Of course J. Johan Jameson made a huge deal about 'super powered costumed freaks' not only crashing the Young People's Halloween Dance for the second year in a row but also burning down the new, it was only five years old, multimillion dollar Civic Center. The structure had been the jewel of the valley a source of intense civil pride many residents, including yours' truly, mourned it's passing. Somehow Jameson twisted the facts so as to pin the ultimate blame on Spider-Man and his 'cronies' even though Spidey never showed up there during or after the duel between Hobgoblin and Menace. Jameson threatened a new cyborg spider slayer was also in the works one that would put the Enforcers to shame, not aiming high I know. Darn I can't catch a break.

The second mayoral debate between Jameson and incumbent Mayor "Robbie" Robertson had been scheduled for next week. Interesting as that maybe it was only half the story. The circus was coming to town, well the bigot brigade actually. Senator Robert Kelly and his mouthpiece radio host Leroy Embry were coming to publically support Jameson, that and take advantage of the anti-mutant & meta human mania running rampant. I can hardly wait. If only it were a Federal Election year these yahoos wouldn't bother with our fair town.

On the bright side Lily Osborn hadn't bothered me since being released from the hospital two days after the dance. When Chief Stacey told me of the agreement he'd struck with Mrs. Osborn I was understandably skeptical. Don't get me wrong I trust Chief Stacey with my life it is Lily I'm highly suspicious of. After what was said the night I recused MJ from Lily's clutches I frankly fear what she might do next. I just can't see her letting bygones be bygones. I hope I'm wrong I do. Like Uncle Ben used to say 'only time will tell'.

Against this stormy backdrop our family got a troubled new addition. It turns out Aunt May hadn't been attending a fruit growers' convention after all she'd been at the Vault in Colorado arranging Kaine's rehabilitation, including full memory wipe. I didn't know they could do such things, interesting no? The authorities, with help from Aunt May, came up with the cover story Kaine recently recovered from a six year long coma he'd been in since suffering a serious auto accident at the age of nineteen. Which explained the light scarring he still bore. Yeah the serum Kaine had been given by the Jackal while here in Cider Falls had caused another effected, he'd grown younger to the point he was now roughly twenty-four or eight years older than me. Intriguingly the age regression had seemingly stopped in recent weeks. Neither Reilly nor I was initially happy when Aunt Maybe announced the next stage in Kaine's now renamed Keith's rehab regime. The guy needed a stable place to live while he re-acclimated to society guess where that was going to be, yup the Parker Residence. I sure hope Aunt May knows what she's doing. Otherwise things with "Keith" could get out of hand, fast.

To Be Continued


	32. Chapter 32

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Thirty: New Life for Some New Foes for Others

By

Celgress

"All my life they let me known, how far I would not go. But inside the beast still grows, waiting chewing through the ropes. Who are you to change this world?"

"Take away everything I am, bring it to an end."

Carnivore (2014) Starset

Cider Falls Mid-November

"Keith Parker" arrived during the second week in November. He was accompanied by several Federal Government agents I later learned were from SHEILD. They wanted to make sure our humble home was fit for Keith's rehabilitation. With such short notice hiding our super hero gear proved a nightmare. Thankfully Mary Jane and her mother coming over, likely more out of curiosity than anything, provided the distraction I needed. While everyone else, including my should've been helping cousin, chatted with Keith's entourage. I stuffed our assorted paraphernalia into a large tree stump deep in the orchard. Reilly would later complain vehemently I got brambles in his Scarlet Spider outfit. The same one he hardly used these days. The price I pay being the de facto older sibling, groan.

Aunt May explained Keith's presence to friends and neighbors by telling them he was my older brother. In Aunt May's fictional account Keith had been eight when our parents died. The boy had chosen to live with our maternal grandmother so he could finish his stint at a private school out West instead of moving to Cider Falls. Keith had remained in private school after our grandmother died when he was fourteen. Following graduation at age nineteen, due to taking an extra year of advanced university prep courses, Keith had planned on joining the military, with his eye on becoming a fighter ace, before tragedy struck. He was critically injured in a motorcycle accident. Ending up in a coma for five out of the past six years the doctors had given him a grim prognosis, doubting he'd ever be the same. Miraculously roughly a year ago he'd begun to recover however he'd lost over ninety percent of his higher memory. He didn't know his own name. Other than memory lose the accident caused the extensive light scaring Keith bore in spite of extensive plastic surgery.

I honestly didn't know what to expect from Keith. Once the agents left he seemed friendly enough, though distant. Mary Jane and Gwen were at first terrified of him, both curtailed their visits accordingly. Likewise Reilly and I initially were on eggshells. We tried our best to be nice however Keith mostly ignored us spending nearly all his time in our finished basement, watching mixed martial arts. A portion of which Aunt May had converted into a bedroom complete with TV, computer and mini-fridge.

Keith quickly became a huge fan of the UFC, the Military Channel, The Outdoors Network anything that involved using one's body and wits to survive. Don't get me wrong he didn't spend all day doing nothing when asked he gladly pitched in around the homestead. For example he helped me and Reilly winterize the place before Thanksgiving without a word of complaint. He actually did the lion's share of the work, not that we told Aunt May such.

Slowly everyone got use to Keith's presence. Things then returned to normal at the Parker Residence. MJ remained worried. She feared Keith posed a threat to me and my family. I couldn't very well tell MJ her fears were groundless. When he was Toxin he did try to blind me. With the insertion of Keith into our household Reilly felt an almost pathological duty to remain home so he could watch over Aunt May. Darn another member of my team enters semi-retirement. The super hero racket be a cruel mistress.

My patrols have been solitary, but thankfully uneventful since the Halloween Dance consisting of garden variety punks. Lily Osborn has kept her word, at least for now, attacks by Menace no longer being an issue. Speaking of Halloween rejects. There have been no further sightings of the Hobgoblin, yet. I wonder who the latest horror themed wacko is, and where he's hiding.

Jackal's Secret Laboratory mid-November, evening

"I trust you've discover a means by which we can create our own pseudo-mutants?" Toxin asked crossing his arms across his chest as he stood before Jackal's workstation. "Otherwise you've wasted my time by contacting me."

"Better, we can now make our own genuine X-Gene bearing mutants after a fashion." Jackal said looking up with a smile ignoring Toxin's bad attitude.

"Do tell," Toxin said.

"I've perfected a method by which the dormant X-Gene in individuals can be activated." Jackal proclaimed proudly. "By the way thanks for the particle accelerator." Jackal thumbed at the large, metallic barrel shaped device that occupied a distant corner of the warehouse. "I couldn't have made such quick progress without it."

"Don't mention it." Toxin said waving a tendril dismissively. "How do you propose we learn who in the valley possesses the latent X-Gene?"

"Hmmm," Jackal mused scratching his furry chin. "The majority of the local population is or was employed by either Oscorp or Fisk Industries. Surely the two companies maintain genetic profiles of their current and past employees, if for no other reason than potential medical liability."

"True," Toxin agreed snapping his clawed fingers. "Considering the prevailing economic conditions persuading any disillusioned candidates over to our way of thinking should prove rather easy."

"Precisely I'll determine the probable course of their mutation, including resultant powers, by cross comparing their latent genetic structures with those of already established mutants, such as the X-Men or their rivals the Brotherhood of Mutants. Thus we can assure only the offensively strongest candidates are used in our experiments."

"How long until the first of our mutants can be produced Jackal?"

"It depends on how soon you can obtain the needed information. Once I've narrowed down the lists of candidates, no time at all. Say a week or two?"

"Alright, I'll obtain the data you require quickly as I dare. Caution must be used we do not want either Fisk Industries or Oscorp breathing down our collective neck."

Fisk Industries the following day, late afternoon

"Impressive, isn't he?" Walter Wilson Fisk said watching the big screen TV his staff had wheeled into his office. On the screen a tall, muscular, middle aged man of stout build with a slightly crooked nose and a black crewcut wearing white & black trunks performed a series of painful looking maneuvers on his opponents. "Recently retired multi-time MMA heavyweight champion MacDonald "Mac" Gargan. Professional record eighty wins zero losses he has never been defeated, he vacated the title last year. My people have already been in touch with Mr. Gargan, confirming his interest in Project Scorpion. By all reports he remains extremely excited by the prospect."

"Ha Mac Gargan is just the type of old fashioned ass kicker we need to put Spider-Man and his band of merry morons in their proper place, under the law's heel." J. Johan Jameson said with a chuckle. Jameson had followed the career of the "Milwaukee Man Eater" since Gargan's early days in the sport twenty years ago. Jameson was ecstatic at Fisk's choice. "Can he be ready by election week? I want Senator Kelly and Mr. Embry to witness the destruction of Spider-Man by our champion first hand. I wish they could be here now, however in the long run their delay might prove sweeter. Imagine if Gargan bags the wretched wall crawler with the national media in attendance. I can't think of a more fitting end both to my campaign for Mayor and Spider-Man's reign of terror."

Fisk nodded glancing at Alistair and Spencer Smythe. "If we can fit Mr. Gargan with the exosuite by the end of the week, I'd say it is a distinct possibility. Given the time constraints, it'll be close." Alistair replied with a shrug.

"Make it so," Fish ordered. "Work on all other projects is to cease until the Scorpion is ready, understand?"

"Understood sir," Alistair said crisply flashing a brilliant smile. "Worry not sir, Mr. Jameson we shall not fail. Come along father duty calls." Alistair pulled the befuddled Spencer after him out of the room.

"Why are you making such grandiose promises?" Spencer said shrugging free of his son's tight grip once the pair were out of earshot of Fisk and Jameson. "What if something goes wrong? We don't know yet if Gargan and the technology will prove compatible."

"You worry far too much father." Alistair said walking down the hallway in front of his Spencer.

"You don't worry enough my son." Spencer countered getting into the waiting elevator with Alistair. "You forget Fisk is a dangerous man."

"If you say insist." Alistair laughed the elevator descending.

"Why are you laughing?" Spencer demanded annoyed by his son's flippant behavior. "Did I say something funny?"

"I have no time for your paranoia father." Alistair said waving his hand dismissively. "I have a date with my girlfriend."

"The Whitman-Kingsley girl?" Spencer asked frowning disapprovingly.

"She has a name," Alistair snorted with distain refusing to make eye contact with his father.

"It'll never work, you are from different worlds." Spencer said shaking his head almost sadly. "The girl comes from money, you're a virtually pauper."

"Unlike you father I shan't remain one my entire life." Alistair spat out. "I have big plans, one day the surname Smythe shall be spoken of in the same circles as Osborn, Whitman-Kingsley and Fisk."

"I hope you're dreams come true son I truly do, however…" Before Spencer could finished the elevator doors had opened and Alistair storm away from him and out the front enterance of Fisk Industries, never looking back.

Oscorp Industries one week later, morning

"Interesting," Roderick Kingsley muttered to himself viewing the abnormality from last night in the server logs the IT Department had pointed out to him. "It would appear corporate espionage is afoot."

The thing Kingsley couldn't understand was why anyone would take the information in question? It wasn't valuable far as he could tell. The only thing the hacker or hackers had targeted was the personnel database and attached archive. No matter it's value or lack thereof the fact was some party had stolen from him. A fact he could not tolerate. Luckily the cyber attacker or attackers had tripped one of the servers' inbuilt security protocols. While the data corruption algorithm hadn't active the tracker algorithm had. Using the system backdoor it had created Kingsley tracked the attack back to the source a seemingly, judging by the official ownership records, abandoned warehouse on the outskirts of town. Doing his own hacking Kingsley soon learned the structure was illegally sucking down substantial amounts of electricity from the municipal power grid. So much in fact that local authorities, unware of the illicit operation, were at a loss to explain the power drain.

Deactivating and shutting off his laptop Kingsley grinned. Looks like another job for the Hobgoblin he thought with a snicker. Tonight Hobgoblin would pay the hackers a visit they wouldn't soon forget. They'd subsequently learn the errors of their thieving ways.

Jackal's Secret Laboratory, evening

Jackal was in the middle of streaming his favorite show, _American Horror Story_, when he faintly heard a sickeningly familiar whirring sound. No it can't be he's dead Jackal thought. Instinctively Jackal hit the floor, rolling under his desk. A deafening explosion sounded followed by a huge fire ball engulfing the front doors, which now lay crumpled on the floor. The heavy steel panels had been blown out of the frame.

"Howdy ho," Hobgoblin said in his oddly distorted voice flying into the smoke filled chamber on his gilder. "I hear we've been naughty." Hobgoblin admonished wagging his right index finger as he circled lower. "Come out come out wherever you are, or I'll huff and I'll puff and I'll blow your hideout down." Hobgoblin threatened hovering above Jackal's hiding place.

"Hold your fire, hold your fire," Jackal pleaded wiggling out from under the desk. His once pristine lab coat now soiled and strained by the dirty concrete floor.

"What do we have here?" Hobgoblin wondered aloud eyeing the anthromorphic scientist. "I thought my mug was hideous. I got nothing on you pal." Hobgoblin declared pointing at Jackal.

"I'll have you know my look was achieved by choice." Jackal huffed indignantly.

"Sure it was," Hobgoblin said. "You sound familiar wolfy. Have we met before?"

"Not that I recall."

"Wait a minute, I recognize your voice. You're that disgraced former scientist Miles Warren who use to teach at the high school, then worked at Oscorp before he went missing in summer aren't you?"

"So what if I was, that life is behind me. It no longer matters. I am the Jackal now. Who might you be?"

"I'm the true successor to the Green Goblin's legacy. You can call me Hobgoblin, everyone does." Hobgoblin hovered lower on the glider extending his hand. Jackal turned up his nose refusing to reciprocate, "friendly fella, aren't you?"

"What did you expect?" Jackal inquired incredulously. "You barrage into my lab, destroying the door and almost myself in the process, throw around unwarranted threats. Excuse me if I don't roll out the red carpet. What do you want here anyway?"

"Information," Hobgoblin said. "Information you stole. See I've also been hacking into the corporate servers of Fisk Industries and Oscorp for months now, along with those of the local authorities. Imagine my surprise when I found out an upstart had beaten me to it. Thanks to your efforts the business servers are now in lockdown. I can't steal a kilobyte of information."

"Tough, we got there first. Boohoo poor Hobgoblin, out in the cold." Jackal mocked.

"'We', ah so you aren't alone in this endeavour. You have a partner."

"Not that he treats me like one." Jackal mumbled.

"Do I catch a whiff of dissention?"

"What's it to you?"

"Perhaps we can help each other?"

"I doubt it."

"Don't dismiss the possibility so quickly. I want this town under my control by spring no doubt you want the same? Apparently unlike your current compatriot I value a clever friend, especially a scientifically gifted one. Once the town is mine you can have anything you want anything at all, merely name it. You want Fisk Industries, its' yours. You want Oscorp, sure thing. You want an endless supply of live subjects for your continuing experiments, say no more. What say you Jackal, partners?" Hobgoblin again extended his hand, this time a few seconds later Jackal grasped it firmly. The pair exchanged a quick handshake.

"Where do we begin, partner?" Jackal cackled Hobgoblin joined him. Together their insane laughter echoed throughout the structure.

The Vault Colorado three days later, afternoon

"Mind telling me how this got in my car?" An irate Lily Osborn said into the phone starring dangers through the glass partition. Scrawled in red on the note in her hand was a simple message 'come see me signed Carnage'. It had been yesterday at the end of a trying visit with Dr. Otto Octavius when she'd noticed the slip of yellow, lined paper on her windshield flapping in the breeze.

"Maybe a little birdie put it there." Cletus Kasady offered pokerfaced.

"Maybe and maybe the guards would be interested in knowing you've been out of your cell." Lily threatened.

"Here I thought we could be friends." Kasady faux pouted.

"I neither want nor need a twisted psychopath such as you for a friend. I'm leaving." Lily started to hang up the receiver.

"I'll give what you desire most in the world." Kasady said his voice growing low. "I can kill Spider-Man and his friends, easily."

Lily hesitated. "Y-you can?"

"Sure, all I ask in return is your friendship."

"I wasn't born yesterday, there must be a catch."

"Got me, there is. That can wait right now all I need is companionship. I get so very lonely in here, tucked away forgotten by society." Kasady said softly. "Visit me, once a month without fail without excuse. Once spring arrives, we'll cross that bridge when we come to it deal?"

"Deal, but if you're playing me you'll regret it." Lily sternly warned.

"Perish the thought, see you around Christmas Lily." Kasady said hanging up the receiver then blowing her a kiss.

Watching him be escorted away by the Guardsmen Lily felt a shiver run down her spine. There was something particularly unwholesome about the young red haired man. Wildness burned in Kasady's eyes it spoke of unseen, unfathomable horrors lurking below the surface tantalizing out of reach. Shaking her head to clear out the disturbing mental clutter Lily walked out of Vault, the sharp wind of an early Colorado winter chilling her very soul.

To Be Continued


	33. Chapter 33

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Thirty-One: Scorpius Invictus

By

Celgress

Cider Falls late November three days before the Mayoral Election, evening

"Finish him!" J. Jonah Jameson yelled enthusiastically from his position on the outdoor stage. "Do it Scorpion, prove your worth crush Spider-Man! Leave him a broken mess!"

"Chief Stacey please do something!" Mary Jane pleaded from her seat next to her mother in crowd. Concern clearly etched on her face. "He's going to kill Spider-Man," MJ barely supressed the urge to physically intervene.

"Stop him daddy!" Gwen squealed beside MJ.

"No," Aunt May warned Reilly pulling him back into his seat. "Getting involved will only make matters worse." She whispered into Reilly's ear.

"Don't worry little cousin, I'm sure Spider-Man can take care of himself." Keith said reassuringly from nearby. "Judging by what I've read on the Inter the guy is a dynamo, he'll get a second wind. I wish Peter was here to see this he's really missing out, too bad he's at home sick."

"I don't want somebody dying in front of my son." Dr. Curt Connors said from the coward covering his boy's eyes.

"Is this the kind of town you want people?" Mayor Robbie Robertson asked from the stage speaking through a microphone, "one where hired supped up thugs take the law into their own hands? A place where murder is committed in front of you with impunity while the proper authorities are render helpless, I know I don't."

"Shut your mouth Robertson!" Jameson said in his own microphone getting in the current mayor's face. Sensing he was losing ground Jameson knew he had to turn the tide somehow. "If not for your impotence on crime this wouldn't be necessary. Somebody has to bring justice back."

"You call this justice!?" Mayor Robertson said forcefully gesturing towards Scorpion and a badly beaten Spider-Man the crowd roared in agreement.

"Enough, Mr. Jameson call him off now!" Chief Stacey ordered climbing up onto the stage. "Things are getting out of hand." He was accompanied by several uniformed officers that clearly meant business.

I stumbled woozily around on the stage. My Spidey costume hanged from my bruised form in tatters thankfully the facemask remained intact. The incredible beating I'd received curtesy of Scorpion had taken a serve toll. While I'd been hit harder by the likes of Venom and Carnage neither possessed the torturous martial skills arts Scorpion did. The newest member of Fisk's and Jameson's exosuite wearing private security force had twisted my body into all manner of unnatural shapes. I guess attending the final mayoral debate wasn't the smartest decision I'd ever made, huh?

"Let them fight!" Leroy Embry bellowed from the stage grabbing a spare microphone, his husky body shaking all over his face red with a combination of bloodlust and effort. "Let them fight c'mon people let them fight!" Embry continued trying to rally support the people of Cider Falls however remained silent appalled by the brutal display.

"Cease your behavior at once Leroy." Senator Robert Kelly hissed at his worked up associate. "Sit your fat ass down, right now!" Kelly ordered reluctantly Embry plopped himself down in his seat next to the angry Senator. "What a fiasco." Kelly groaned shaking his head in disgust.

"B-but, but Senator…." Embry stammered.

"Can it," Kelly snapped. "I'm out of here first thing tomorrow, stay if you want. Be warned if you do I've appeared on your radio program for the last time, understand?"

"Understood," Embry grumbled.

"What should I do?" Scorpion asked turning around to looking at Jameson and Walter Wilson Fisk, both of whom were on the stage, for instruction.

I took the opportunity to grab the exosuite's tail. Fisk seeing what I intended ordered the Enforcers, who had been loitering behind the stage, to intervene. Heaving with all my might I picked up Scorpion and twirling him through the air threw him into the Enforcers who were rounding the stage. The four fell into the front two rows of seats causing a human tidal wave of stampeding people. In the resulting confusion I beat a hasty retreat, hasty as I could in light of my battered condition.

I don't remember how I got him. All I know was I awoke in bed the next day with Aunt May hovering over me. It was a Saturday MJ and Reilly were waiting in the hall. The three spent the whole day babying me in the living room. If it weren't for my injuries it would have been a great time. Hey what can I say? A guy could get us to this sort of treatment.

After the debacle last night I know I need formal combat training. Perhaps the X-Men can help or my unofficial big bro Eddie the White Tarantula can hook me up with the Avengers? It can't hurt to ask I suppose. Either way I shudder at the thought of tackling Scorpion, or those like him, again until I get a few friendly sparing matches under my belt.

Keith gave us a few odd looks when he came up from downstairs for brunch and later supper, though he said nothing other than exchanging pleasantries with us oh and asking Aunt May if he could get her anything when he headed into town later. Yes after less than three weeks Aunt May was allowing Keith to pretty much come and go as he pleased, with the restriction he be back by midnight, go figure eh. I leaned back into the soft cushions of the sofa pondering my experiences the previous day.

_Twenty-four Hours Ago_

_Hobgoblin tossed a flurry of pumpkin bombs at me. Zigzagging I avoided first one explosion then and another and another and another. Hobgoblin laughed heartily attempting to fry me with his electrical bolts._

"_Stand still you infernal insect!" Hobgoblin demanded clearly frustrated by his inability to hit me._

"_Ask ye shall receive Hobby." I said bouncing off the wall of an adjacent building landing behind Hobgoblin on his glider. "Ta da." I took a quick bow. Hobgoblin whirled around receiving a solid punch from yours truly straight in his ugly kisser._

"_Ouch that hurt." Hobgoblin growled rubbing his rubber encased chin._

"_I'd say I'm sorry, but I'd be lying." I said delivering a kick to Hobgoblin's midsection, with little apparent effect._

"_Nice try fool," Hobgoblin said wagging his left index finger at me. "The under layer of my beautiful uniform is comprised of a soft body armor at least five times more resilient than Kevlar. Your pitiful attempts will never penetrate through. Don't be depressed, please accept this consolation prize." Hobgoblin directed ten energy bolts, one from each finger, my way._

_I had no choice but to bail. I jumped off Hobgoblin's glider landing on the wall of a nearby building. Sticking there I fired two quick pellets of impact webbing at Hobgoblin, the first missed the second didn't. I heard Hobgoblin swear when he realized what happened. Struggling to free himself from the sticky mass Hobgoblin's gilder spun out of control. Disaster was narrowly averted by Hobgoblin using a razor bat to cut himself free he then pressed a series of buttons on his gauntlets the glider swept into the sky high overhead._

"_Here's a parting gift pest." Hobgoblin laughed tossing another pumpkin bomb in my direction before vanishing into the wild blue yonder. I released my grip falling off the building fast as I could I just avoided the concussion wave__._

"_Darn it." I muttered once the debris stopped raining down. "More property damage, more Jameson votes." I swung away thinking what a wonderful start my patrol was off to. I'd only been back in town a half hour before I ran into Hobby and tonight is the final debate between J. Johan Jameson and incumbent Mayor Robbie Robertson. I had a feeling it was going to be a long night._

_By the time I got to the debate venue the place was already packed. Because of the fire at the Civic Center last month the event had been moved outside. It was being held on the High School track field, where we sometimes had outdoor concerts and of course sporting events__.__ Fortunately the weather had been unseasonably mild, with temperatures akin to September rather than late November, so no one seemed to mind being outside. I wouldn't have attended had it not been for the personal invitation Jameson of all people had printed on the front page of the Bugle. Old flattop desperately wanted Spider-Man there. Though it was against my better judgement I decide to humor sourpuss. I waited until intermission before swinging down in front of the stage eliciting a collective gasp from the audience, which included almost the entire town plus a large contingent of national and even some international media owing to the presence of Senator Robert Kelly and conservative radio talk show host Leroy Embry._

"_Your friendly neighborhood Spider-Man here as requested." I said mock saluting Jameson. "What's up Jameson my main man?" Half the people, mostly my classmates and younger kids, laughed at my antics. Their parents and other relatives on the other hand didn't seem amused._

"_I knew you'd show up." Jameson said smiling down at me from the stage. "Your ego would never pass up an opportunity like this it'll be you're undoing. Scorpion take out the trash!"_

_A tall, stout guy in a gleaming green exosuite resembling a humanoid scorpion complete with tail appeared from behind the stage. He lunged at me. If not for my spider sense he'd have grabbed me._

"_Hey now I didn't come here looking for trouble." I said putting my hands up and slowly backing away._

"_To bad trouble has found you." Scorpion said his tail striking the ground in front of my feet. When it retracted I caught a glimpse of a shiny, curved, steel tip on it's underside. Scorpion wasted no time lashing out again with his potentially deadly appendage. After dodging a third strike of his tail I went on the offense. _

_I hit him with a couple pellets of impact webbing which didn't hold him for long as he used the stinger on his tail to break free. Next I tried subduing him the old fashion way I used standard webbing aiming at his face he guessed what I was doing avoiding being blinded by shielding his eyes with his hands. Finally I aimed high and low attempting to simultaneously blind and trip him up. My strategy once again failed miserably. Scorpion protected his eyes with his right hand while grabbing my web line with his left when I pulled. Instead of him falling towards him I fell towards him. _

_Before I could recover he'd caught me in some sort of choke/body hold. He was on top of me scissoring my torso with his legs while my head was tucked under his left arm. Scorpion wretched my head and neck painfully forward using his free hand to shower my ribs with hard rights. _

_I must have blacked out for a time. Next thing I remember I was shakily on my feet receiving punches and kicks to my head and torso. Using his built in claws Scorpion tore my Spidey uniform to shreds. He then delivered a sequence of a dozen front and back suplexes to me. Each time my back impacted the cold, hard ground I involuntarily winced in pain. He hoisted me over his head driving me down into his knees four times cracking several ribs. Releasing me I stumbled around wildly until a brutal mule kick nearly took my head off. _

_I black out__,__ again. I have no idea how long I remain unconscious. When I recovered once more the crowd was in an uproar, seems the inhumanity of Jameson's and Fisk's scheme had alienated the electorate not to mention their children. Most of what happened next is fuzzy. All I clearly remember is throwing Scorpion into the Enforces and the high tailing it out of there. _

Kingsley Mansion present day, afternoon

Roderick Kingsley couldn't believe Spider-Man aka Peter Parker had not only survived their encounter but a terrible beating at the hands of Jameson's and Fisk's newest toy the vicious Scorpion. Seeing how his daughter Debra was out on yet another date with the Smythe boy, what was his name again Albert, Kingsley had plenty of time to ponder his bug problem. He'd never turn the valley into his personal fiefdom while Spider-Man and his friends lived, even if he could eliminate the Kingpin and Jackal's mysterious benefactor Toxin. Yes if his plans were to succeed Spider-Man must go. The question was how? Perhaps the mutants Jackal aimed to create would do the trick?

On the bright side the infernal Lily Osborn was no longer an impediment. After their dress up encounter on Halloween she'd dropped out of sight. Furthermore her lawyers had sent Kingsley a letter stating Lily would no longer contest his day to day running of the company based upon the fulfilment of two key provisos; successful extraction of the company from the current scandal, all surviving research on the Super Soldier Project must cease the associated files be frozen & all materials held in storage indefinitely. Kingsley readily agreed, having already taken from the project resources that he needed when be created his Hobgoblin identity. If his onetime nemesis suspected he was the Hobgoblin Lily gave no indication.

He'd have to contact his new, in certain ways old, partner Jackal soon. See if there was anyway Project Prometheus could be sped along. Once he had his own strike force of powerful mutants and had handled Toxin he'd destroy all his enemies, starting with Spider-Man. If only the two would fight each how splendid would that be? Hmmm, there was a thought worth exploring perhaps he could set Toxin and Spider-Man against each other? No matter who lost he'd win. Who knows perhaps both would perish in the encounter. Energized by his new plan Roderick set about making it a reality.

Jackal's Secret Laboratory, evening

"Behold our first candidate." Jackal said pointing towards the picture on the overhead projector. It showed a pale, bald young man. "Maxwell Dillon twenty-two years old currently unemployed after being downsized by Oscorp, my analysis of his genetic structure indicates a probable latent electro kinetic ability of the highest order. Theoretically Dillon's untapped penitential rivals that of the infamous master of magnetism Maximillian Eisenhardt better known as Magneto."

"He's just the type of recruit I require, good job." Toxin said.

"Don't you mean we require?" Jackal asked glancing at Toxin who declined answering.

"How soon can you begin processing Mr. Dillon?"

"Depends, how soon can you bring him here?"

"Monday evening sound good?" Toxin replied after a short pause.

"It does, in that case say a week two at most."

"Excellent, soon a new power shall arise and sweep away the old regimes remaking Cider Falls in my image." Toxin laughed. "Once the Kingpin, Hobgoblin, Spider and his friends are gone I'll rule supreme. From my base in this insignificant valley comes the ultimate reordering of the World the Age of Toxin!"

Poor, deluded fool Jackal thought his face an unreadable mask. You're blissfully aware of your impending doom how cute. When Hobgoblin gives the word the sword of Damocles falls you arrogant pig. "I can hardly wait." Jackal managed to croak out with a small smile. Toxin scared at his partner, but said no more.

To Be Continued 


	34. Chapter 34

Disclaimers

All characters appearing in Marvel Comics are copyright Marvel Entertainment and Walt Disney Company. No infringements of these copyrights are intended, and are not authorized by the copyright holders.

All original characters are the property of Celgress.

Small Town Spider-Man – Episode Thirty-Two: Framed

By

Celgress

The Bugle Building late November day before the Mayoral Election, night

The night watchman shone his flashlight up one hallway then down another. He'd been patrolling the Bugle Building over thirty years now, ever since J. Jonah Jameson bought the place from his great uncle. The elder Jameson hadn't thought his ambitious nephew had what it took to make a go of the often cutthroat news business. He stipulated if Jonah missed even one quarterly payment the company would revert back to him. Jonah however shocked both his great uncle and the residents of Cider Falls by turning the Bugle into one of the mostly widely read newspapers in New York State within five years and the entire NE Corridor by ten. The Bugle took off to such an extend Johan became the fifth wealthiest person in the valley behind only the Osborns, Walter Wilson Fisk and Roderick Kingsley. Now Jonah was flexing his financial muscle with his bid for public office. The Elder Jameson had died following a long battle with lung cancer (a victim of the same cigars Johan frequently uses today) mere months after Johan had officially paid off his outstanding debt.

"Who's there?" The night watchman said whirling around at the sudden bang.

"Only you're friendly neighborhood Spider-Man." Spider-Man said decking the night watchman before the security guard could upholster his pistol. "Now the real fun begins." Spider-Man rubbed his gloved hands together with glee. Spider-Man proceeded to vandalize the Bugle offices posing for several pictures using his smart phone as he did so.

Cider Falls High School late November day of the Mayoral Election, noon

"_I am aware the concept is rather confusing to your average listener. Let me outline it in more detail. The problems plaguing Cider Falls all come back to this Spider-Man character. His patently antisocial behavior entraps lesser psychopaths into interlocking sympathetic patterns. Using his conveniently labeled villains as narcissistic props and his emulating allies as narcissistic proxies he fulfills his self-aggrandizing need for hero worship on a gross scale by generating various crises. In other words Spider-Man creates the very crimes he fights. In my professional opinion, the true villain here is Spider-Man himself."_

"Kenny turn that trash off." Mary Jane snapped.

"Leroy Embry is a racist jerk. Kenny how can you listen to his show knowing the way he feels about mutants and meta humans?" Gwen asked folding her arms across her chest.

"Need I remind you Spider-Man trashed the Bugle Building last night?" Kenny said. "It is all over the internet. He posted selfies while he did so."

"Do we know it was Spider-Man, I mean for sure?" Liz Allen said.

"Liz has a point." Harry Osborn said. "The guy could be another imposter like Venom."

"Could be, but I doubt it man." Kenny said waving his smart phone around which was still streaming Embry's show, though thankfully the audio was now muted. "Look at those pictures, its' him alright. I'd bet my place in the starting lineup on it."

"There certainly is a resemblance." Liz admitted staring at the looping pics.

"C'mon guys Spider-Man would never do anything criminal, besides P, ouch!" Reilly began only to be cut off by me stamping on his foot.

"What's that Reilly you have to pee?" I said a scowl on my face, everyone within earshot laughed. "You'd better run off to the bathroom than." Getting out of his seat Reilly stared at his cousin, muttered something unintelligible under his breath and then left the cafeteria.

"So what do you thinking Peter?" Kenny asked.

"I'm not sure Spider-Man physically could have committed the crime in his current condition." I said with a shrug. The gesture almost caused me to wince in pain. "Not after the serve beating Jameson's new cyborg Scorpion laid on him Friday night. My family told me it was intense. I only wish I'd have seen it myself."

"A guy with super powers like Spider-Man surely has a healing factor." Kenny speculated waving his hand dismissively. "The injuries he suffered were nothing life threatening. Given enough rest he'd recover in no time flat."

"I hope you're right Kenny, for Spider-Man's shake." I said.

"Of course I'm right." Kenny said. "What's more Spider-Man would want revenge on 'ol Flattop after what his goon did. Can't say I blame him. I'd have done the same thing."

"Anyone of us would." Harry agreed.

"Not Spider-Man," I said emphatically. "He's above that sort of thing. The guy spends all his time fighting crime, never getting rewarded. Do you honestly believe he'd indulge in a petty act of vengeance against Jameson? I don't."

"Damn Peter, Spider-Man should hire you as his PR person." Liz said impressed by the delivery of my mini speech. "Your words have so much conviction I almost believe Spider-Man is innocent."

"Yeah buddy you ever consider a career in public speaking?" Harry said slapping me on the back. I cringed slightly from the pain generated by the modest impact.

I was about to protest when the end of lunch period bell rang. Talk about being saved by the bell, whew. Now that was a close one, I'll have to be more careful in the future.

Parker Residence, later afternoon

"No," MJ said pursing her lips then pressing on. "Peter going after the imposter, whoever it is, is a terrible idea. You haven't yet recovered from injuries at the hands of Scorpion."

"MJ's right Peter you're in no shape to confront anyone." Reilly said working on finishing one of two new spider tracers I'd ordered.

We were in the old barn. Thanks to Keith we'd decided it best if all super hero related activities be moved back out here. It was chilly and we were all bundled up. The temperature had plunged to more seasonally values following the passage of a strong cold front last night. The annual return of thermal underwear beneath my Spidey suite seemed imminent.

"What about the election, its tonight." MJ said. "Have you considered that the town will be crawling with people including the national and international media? What if Jameson and Fisk unless their overpowered goons on you again? In your already weakened state they're libel to beat you unconscious, or worse. How will Aunt May feel when your swollen, bloody face is unmasked on live TV? How do you think I'll feel? Do you care? I love you." MJ burst into tears covering her face with her hands. She sobbed loudly.

I gently embraced MJ, pulling her close. She continued sobbing into my chest, soaking the front of my coat. "MJ I love you to. However I need to do this. I must clear my name. If I don't stand up for myself more people will start believing Jameson's and Embry's lies."

"Who cares what people think, long as we have each other?" MJ said her eyes red from crying.

"What if we have children someday? There is a near one hundred percent change they'll have super human abilities. I don't want them growing up in a world where their father is reviled." I said.

"We won't have any children if you're dead Peter." MJ sniffed, Reilly looked away. I was rendered temporarily speechless.

"You're tracers are ready." Reilly said following a prolonged silence during which the only sound was MJ's soft sobs.

I untangled myself from MJ's grip, a task which proved surprisingly challenging. "I'm sorry." I said. Making eye contact with my girlfriend I could clearly see the hurt and betrayal in her puffy eyes. I felt terrible. "Thanks Reilly," I took the two spider tracers. I inspected my cousin's handy work before I took off my coat and slipped one of the devices under the belt of my Spider-Man costume. "Reilly monitor my progress tonight using the smart phone app. If anything, I mean anything, unusual happens to my single come find me as Scarlet Spider okay?"

"Don't worry you can count on me." Reilly said giving me thumbs up.

"MJ," I said turning my attention back to my distraught love.

"Don't," MJ said turning away.

"MJ please listen." I pleaded.

"You've made your choice." MJ said a cold edge to her cracking voice. "I hope we see each other again." MJ ducked out of the barn heading home. I stood their stunned.

"Can't say I blame her, she has a point a good point." Reilly said.

"I know." I whispered.

Downtown Cider Falls, early evening

Carefully I scurried across the rooftop. MJ was right the place was packed, especially Main Street. I had seldom seen my home town so busy. I had no doubt every eligible voter in the valley was down there. In fact Aunt May and Keith were likely cueing up right now. I only hoped my devious double would show up. Picking a rooftop far enough away from the polling station so I could remain inconspicuous, I waited and waited and waited. After an hour of doing nothing but observing the throng of people and vehicles I was bored out of my skull. I caught myself drifting off. I guess the fight with, who was I kidding the massacre by, Scorpion had taken more out of me than I thought. My cracked ribs hadn't fully healed yet and I was sore all over. Perhaps MJ and Reilly were right, I shouldn't be out here.

My spider sense buzzed intensely. I instinctively rolled out of the why, in spite of my protesting body, narrowly avoiding contact with a red clad foot. Ending up in a crouching position I sized up the failed attacker, it was me or at least a very good copy. What the heck!?

"Hi there handsome," Getting to my feet I greeted the imposter with a friendly wave. "Fancy meeting you, or should I say me here."

Instead of returning my greeting the imposter fired a series of pellets which I easily dodged from his web shooters. Cartwheeling around the now roof based pellets in a broad arch. I sprang into the imposter landing a flying kick to his midsection. He staggered back a few steps. In response he fired a strand of webbing at me again I easily avoided it. I heard a sharp hiss. The pellets were releasing a cloud of grey gas. The cloud soon enveloped me and the imposter. Unknowingly I'd let the fight carry us right into the middle of the minefield. Coughing and gagging desperately I tried to escape. My vision fading my numb body hit the rooftop with a thud. The last image I recall was the imposter looming over me.

Next thing I knew I was hit in the face by a splash of ice cold water. My senses returning I quickly realized try as I might I couldn't move. My body including arms, legs and waist were chained to a stone wall. Testing my bonds I soon learned they were very heavy and very tight. I could hardly budge them with my strongest effort. Though admittedly I was rather weak from the lingering effects of whatever I'd been gassed with.

"Good you're awake." The imposter said entering my distorted field of vision empty bucket in his hand. His voice, like his uniform, was a perfect replica of my own.

"I suppose I have you to thank for the cold shower." I said sarcastically.

"And a great many other things my wall crawling friend," The imposter said causally tossing the bucket across the room.

"I know you're not me because I'm me." I joked.

"An astute observation," The imposter said deadpan.

"Who are you?"

"You're undoing Spider-Man."

"Could you maybe be a tad more specific, see I've heard that one a few times already in my short career."

"Must you make light of everything?" The imposter said annoyed.

"Hey its' my gimmick, as my twin you should know be aware of that."

"How such an insignificant individual took down the mighty Kraven I'll never understand."

"Wait you knew that maniac Kraven the Hunter?"

"Knew him I was his younger brother you murdering moron." The imposter said removing his master. Beneath the stolen getup was stark white featherless face save for eyes, nostrils and a slit of a mouth. "I am Dimitri Kravinoff aka the Chameleon."

"I've heard of you. You're an infamous triple agent and conman wanted in over forty countries."

"Forty-three to be exact, but who's counting." Chameleon said in his heavy Eastern European accent.

"I heard you only target governments or the rich and famous. I'm neither, so why are you after little old me again?"

"Haven't you been listening idiot, this isn't business its' personal. You took away my brother. Now I shall take everything away from you, starting with your reputation."

"Actually Venom killed Kraven, not me."

"Silence liar," Chameleon screamed slapping me hard across my masked face. "You dishonor his name by speaking it you filthy creature!"

"No need for violence buddy." I said working my aching jaw. "Idea why don't you let me go, we'll call it even deal?"

"I'll let you go once I've finished ruining your life." Chameleon said darkly.

"Haven't you done enough already, I mean everybody around these parts already hate me." I said.

"Not at all, once I finish you'll lose your freedom along with your already tarnished reputation."

"What are you going to do?" I asked fearfully.

"Me nothing, Spider-Man on the other hand is about to assassinate mayoral candidate J. Johan Jameson on live television." Chameleon stated with a smirk. "Once the deed is done you'll have nowhere to run. You'll be a wanted man with a price on your head. Then Leroy Embry shall lead the charge passionately advocating for your arrest. My revenge shall be complete."

"You're Leroy Embry, aren't you? He's one of your many secret identities, your covers." I blurted out realization dawning on me.

The Chameleon temporarily morphed into the portly talk show host. "Guilty as charged creep," Embry/Chameleon said he then reverted to his normal appearance. Chameleon pulled the copied mask over his head he turned leaving the dungeon like room through a heavy wooden door.

"Wait you can't do this! Take me instead don't kill somebody who wasn't involved! Do you hear me please stop!" I screamed after him. He ignored my entreaties, the door slammed shut with a loud clunk.

I cursed aloud. What was I going to do? Hell what could I do? I strained my entire body tugging futilely at my chains, exhausted I gave up.

"Fine mess you've gotten into eh Spider-Man?" I groaned collapsing limply against the wall.

Watson Residence, 8:30 pm

Reilly desperately pelted the window of Mary Jane's room with small pebbles. Finally it had the desired effect MJ opened her window. Seeing who it was MJ looked concerned.

"Reilly why are you here? Is Peter alright?"

"That's the thing, I'm not sure." Reilly confessed.

"What do you mean you aren't sure?"

"His spider tracer hasn't moved in like an hour. I need to find him, see what's going on. Can you please drive me into town all our vehicles are gone or at the mechanics."

"Crashed you're motorcycle again?" MJ teased.

"MJ we don't have time." Reilly said avoiding the subject.

"Okay I'm game." MJ said with a heavy sigh. "I'll be right down."

"Um MJ bring your, you know ah just in case." Reilly said shifting around awkwardly.

"Do you have your, stuff?" MJ inquired.

"I sure do." Reilly said pointing at his jacket, "right under here."

"Okay, I'll get it on my way out" MJ said vanishing from the window.

It took Arachnia and Scarlet Spider over an hour to find the disused bomb shelter where Chameleon had imprisoned Spider-Man. At first the pair couldn't break their companion free of the chains that bound him. Following a brief discussion Reilly had the idea they should concentrate their combined strength on the eye joint through which the chains passed connecting them to the wall. Breaking it apart after several minutes Spider-Man was a last free. Frantically the reunited trio made their way to Jameson's Campaign Headquarters. They only hoped they'd arrived in time.

Jameson for Mayor Campaign Headquarters, 10:00 pm

"Speech, Speech, SPEECH!" The jubilant crowd roared.

On the stage the Mayor Elect of Cider Falls walked up to the podium flashing the universal victory sign. Several steps behind him stood Fisk and Spencer & Alistair Smythe, the latter looked bored. Shuffling a stack of papers Jameson cleared his throat.

"We did it people, we've taken the first step towards restoring the peace and sanctity of our beautiful community. With your support I'll make Cider Falls a place we can once again be proud of." The coward roared their approval.

"Not so fast Jameson." Chameleon in his Spider-Man guise said falling from the ceiling. Landing behind the shocked news tycoon Chameleon draped his left arm over Jameson's shoulders enclosing Jameson in a chokehold. Producing a switchblade knife from somewhere Chameleon held the blade against Jameson's throat. "I tried being nice, I really did. I'm tired of all the trash you keeping printing about me and mine. It ends tonight Jameson. This is my town now." The crowd gasped.

"It'll never be yours." Jameson rasped. "H-How did-did you-"

"Get passed your security I shorted out their cybernetics using magnetic disks. You should really insulation their suites against such attacks." Chameleon said tightening his hold on Jameson's neck. Fisk and the two Smythes had long since abandoned their nominal political leader having disappeared into the crowd.

"Release the hostage then drop your weapon Spider-Man!" Chief Stacey commanded approaching the stage along with several other officers their guns drawn. "Do it now, this is your last warning."

"Don't make me laugh." Chameleon said. "You wouldn't dare fire at me while I'm holding Jameson you'd never risking hitting him. Face it Chief I hold all the cards."

"Dammit Spider-Man don't force my hand, don't make me take you in." Chief Stacey said his knuckles white from the tight grip on his service revolver. "Why are you doing this?"

"Because I can," Chameleon said.

"Funny same here," I said dropping down I landed on Chameleon's shoulders knocking him off his feet. The switchblade flew across the stage out of sight. Jameson stumbled away fast as he could into the waiting arms of the police.

"How'd you get free?" Chameleon demanded getting to his feet.

"Because of something you didn't count on imposter, my friends." I said. Just then Scarlet Spider and Arachnia joined us on the stage taking up positions on either side of Chameleon. "You know I almost feel sorry for you, being alone and bitter must be torture. Then I remember not only did you frame me you attempted the murder of an incident man, not a nice man but an innocent one all the same."

"You'll still pay." Chameleon growled firing his own webbing at me. Luckily his type was of bargain basement variety. By the time I broke free however Arachnia and Scarlet Spider had already incapacitated Chameleon with a combination low tackle high tackle. The cameras rolling I unmasked him I exposed the ugly truth in front of the entire World.

"Behold you're imposed the internationally wanted master of disguise, the Chameleon!" I announced. A cascade of flashbulbs illuminated the stage in waves of uneven light.

"I can't believe three third-rate 'super heroes' brought me down." Chameleon grumbled.

"Believe it sleaze ball." Arachnia said glaring at Chameleon through her mask. "You're finished."

"The Chameleon is also conservative talk show host Leroy Embry." I said loud enough so everyone could hear it.

"Its' true," Chameleon said. "Why should I deny it any longer? What is more I orchestrated J. Johan Jameson's rise to power. How you say I set the table for him, however he still couldn't succeed. Having no choice I hacked into the election tabulation database using my legendary computer programing skills."

"You mean," I said a hint of laughter in my voice.

"Indeed I do, Jameson's mayoral victory was my doing he actually lost by a margin of sixty/forty." Chameleon said ruefully.

"What, how dare you!? I'll sue your pasty ass for slander!" Jameson started threatening before the police restrained him. I couldn't hold it in any longer I laughed hardily.

Scarlet Spider, Arachnia and I spent the rest of the night chatting with the media. Not bad for three 'third-rate heroes', huh? Bringing in the Chameleon proven great press, the next day we were all over the local, national and international news. My reputation restored I was hoping I could have a long well deserved rest and perhaps some hand to hand combat training. Sadly I was mistaken. Soon I would face one of my greatest challenges yet.

Jackal's Secret Laboratory night of the Mayoral Election

"I'm surprised you're here young man." Jackal said hiding his mutated form under the hood of a forest green robe. "Not interested in politics I take it?"

"I only care about two things pal; money and power." Maxwell Dillon said. The pale young bald man inspected his strange surroundings. "Right now I don't have any of either."

"You must be extremely frustrated." Jackal said soothingly.

"Pal you don't know the half of it. Ever since I lost my job at Oscorp, because of the downsizing, I've been back living with my folks. I hate my folks."

"I see, tell me Maxwell."

"Call me Max, its' shorter."

"Alright, tell me Max what if I told you there is a way you can have anything you want starting with near limitless power. What would you say?"

"I'd say show me where I sign up." Max answered with a lopsided grin. "First though I'd ask for prof you aren't just some old wacko pulling my leg."

Jackal removed his hood. "Proof enough for you Max?"

"Unbelievable," Max said softly after a few moments of stunned silence.

"Now let's get started." Jackal said rubbing his clawed hands together.

"Yeah let's," Max mumbled.

To Be Continued


End file.
